not for distribution in the united states...

168
NOT FOR DISTRIBUTION IN THE UNITED STATES Offer Information Statement dated 30 December 2016 (Lodged with the Monetary Authority of Singapore on 30 December 2016) THIS OFFER INFORMATION STATEMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONALADVISER. The collective investment scheme offered in this offer information statement (“ Offer Information Statement ”) is an authorised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the “ SFA”). A copy of this Offer Information Statement, together with the application form for the new units in Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (“ Sabana REIT”) to be issued for the purpose of the Rights Issue (as defined herein) (“ Rights Units”) and Excess Rights Units (as defined herein) (“ ARE”) and the application form and acceptance form for Rights Units to be issued to purchasers of the Rights Entitlements (as defined herein) (“ ARS”) under the Rights Issue traded on Singapore Exchange Securities Trading Limited (the “ SGX-ST”) under the book-entry (scripless) settlement system, has been lodged with the Monetary Authority of Singapore (the “ Authority”). The Authority assumes no responsibility for the contents of this Offer Information Statement, the ARE and the ARS. Lodgement of this Offer Information Statement with the Authority does not imply that the SFA, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the units being offered, or in respect of which an invitation is made, for investment. Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Rights Units on the Main Board of the SGX-ST, subject to certain conditions being fulfilled. The SGX-ST’s in-principle approval is not to be taken as an indication of the merits of the Rights Issue, the Rights Units, the units in Sabana REIT (“ Units”), Sabana Real Estate Investment Management Pte. Ltd., as manager of Sabana REIT (the “ Manager ”), Sabana REIT and/or its subsidiaries. The SGX-ST assumes no responsibility for the accuracy of any statements made, reports contained or opinions expressed in this Offer Information Statement. No Units shall be allotted or allocated on the basis of this Offer Information Statement later than the date falling six months from the date of lodgement of this Offer Information Statement. This Offer Information Statement may not be sent to any person or any jurisdiction in which it would not be permissible to deliver the Rights Units and the “nil-paid” provisional allotment of Rights Units to Eligible Unitholders (as defined herein) under the Rights Issue (the “ Rights Entitlements”) or make an offer of the Rights Units and the Rights Entitlements and the Rights Units and Rights Entitlements may not be offered, sold, resold, transferred or delivered, directly or indirectly, to any such person or in any such jurisdiction. In particular, this Offer Information Statement should not be distributed in or sent to the United States of America (“ U.S. ” or “ United States”) (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”)). The Rights Units and Rights Entitlements have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, allotted, taken up, exercised, pledged, transferred or delivered, directly or indirectly, within the U.S., except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S. The Rights Units and Rights Entitlements are being offered and sold outside the U.S. in offshore transactions as defined in and in reliance on Regulation S under the Securities Act. Please refer to the section entitled “Offering, Selling and Transfer Restrictions” of this Offer Information Statement. (a real estate investment trust constituted on 29 October 2010 under the laws of the Republic of Singapore) MANAGED BY SABANA REAL ESTATE INVESTMENT MANAGEMENT PTE. LTD. (Company Registration No. 201005493K) RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE (THE “RIGHTS ISSUE”) OF 310,712,244 RIGHTS UNITS AT AN ISSUE PRICE OF S$0.258 FOR EACH RIGHTS UNIT (THE “ISSUE PRICE”), ON THE BASIS OF 42 RIGHTS UNITS FOR EVERY 100 EXISTING UNITS (THE “RIGHTS RATIO”) HELD BY ELIGIBLE UNITHOLDERS AS AT 5.00 P.M. ON 29 DECEMBER 2016 (THE “RIGHTS ISSUE BOOKS CLOSURE DATE”), FRACTIONAL ENTITLEMENTS TO BE DISREGARDED Joint Lead Managers and Underwriters for the Rights Issue IMPORTANT DATES AND TIMES (The following is qualified by, and should be read in conjunction with, the section entitled “Timetable of Key Events” of this Offer Information Statement) Last date and time for trading of Rights Entitlements : 12 January 2017 at 5.00 p.m. Last date and time for acceptance of Rights Entitlements and payment for Rights Units : 18 January 2017 at 5.00 p.m. (9.30 p.m. for Electronic Applications through ATMs of Participating Banks (each as defined herein)) Last date and time for application and payment for Excess Rights Units : 18 January 2017 at 5.00 p.m. (9.30 p.m. for Electronic Applications through ATMs of Participating Banks)

Upload: others

Post on 26-Aug-2020

1 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

NOT FOR DISTRIBUTION IN THE UNITED STATES

Offer Information Statement dated 30 December 2016

(Lodged with the Monetary Authority of Singapore on 30 December 2016)

THIS OFFER INFORMATION STATEMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOUSHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER.

The collective investment scheme offered in this offer information statement (“Offer Information Statement”) is anauthorised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). A copy of this OfferInformation Statement, together with the application form for the new units in Sabana Shari’ah Compliant IndustrialReal Estate Investment Trust (“Sabana REIT”) to be issued for the purpose of the Rights Issue (as defined herein)(“Rights Units”) and Excess Rights Units (as defined herein) (“ARE”) and the application form and acceptance formfor Rights Units to be issued to purchasers of the Rights Entitlements (as defined herein) (“ARS”) under the RightsIssue traded on Singapore Exchange Securities Trading Limited (the “SGX-ST”) under the book-entry (scripless)settlement system, has been lodged with the Monetary Authority of Singapore (the “Authority”). The Authorityassumes no responsibility for the contents of this Offer Information Statement, the ARE and the ARS. Lodgement ofthis Offer Information Statement with the Authority does not imply that the SFA, or any other legal or regulatoryrequirements, have been complied with. The Authority has not, in any way, considered the merits of the units beingoffered, or in respect of which an invitation is made, for investment.

Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Rights Units on the MainBoard of the SGX-ST, subject to certain conditions being fulfilled. The SGX-ST’s in-principle approval is not to betaken as an indication of the merits of the Rights Issue, the Rights Units, the units in Sabana REIT (“Units”), SabanaReal Estate Investment Management Pte. Ltd., as manager of Sabana REIT (the “Manager”), Sabana REIT and/or itssubsidiaries. The SGX-ST assumes no responsibility for the accuracy of any statements made, reports contained oropinions expressed in this Offer Information Statement. No Units shall be allotted or allocated on the basis of this OfferInformation Statement later than the date falling six months from the date of lodgement of this Offer InformationStatement.

This Offer Information Statement may not be sent to any person or any jurisdiction in which it would not be permissibleto deliver the Rights Units and the “nil-paid” provisional allotment of Rights Units to Eligible Unitholders (as definedherein) under the Rights Issue (the “Rights Entitlements”) or make an offer of the Rights Units and the RightsEntitlements and the Rights Units and Rights Entitlements may not be offered, sold, resold, transferred or delivered,directly or indirectly, to any such person or in any such jurisdiction. In particular, this Offer Information Statementshould not be distributed in or sent to the United States of America (“U.S.” or “United States”) (as defined inRegulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)). The Rights Units and RightsEntitlements have not been and will not be registered under the Securities Act or under any securities laws of any stateor other jurisdiction of the United States and may not be offered, sold, resold, allotted, taken up, exercised, pledged,transferred or delivered, directly or indirectly, within the U.S., except pursuant to an applicable exemption from, or ina transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicablesecurities laws of any state or other jurisdiction of the U.S. The Rights Units and Rights Entitlements are being offeredand sold outside the U.S. in offshore transactions as defined in and in reliance on Regulation S under the SecuritiesAct. Please refer to the section entitled “Offering, Selling and Transfer Restrictions” of this Offer InformationStatement.

(a real estate investment trust constituted on 29 October 2010 under the laws of the Republic of Singapore)

MANAGED BY

SABANA REAL ESTATE INVESTMENT MANAGEMENT PTE. LTD.

(Company Registration No. 201005493K)

RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE (THE “RIGHTS ISSUE”) OF 310,712,244 RIGHTS UNITS ATAN ISSUE PRICE OF S$0.258 FOR EACH RIGHTS UNIT (THE “ISSUE PRICE”), ON THE BASIS OF 42 RIGHTSUNITS FOR EVERY 100 EXISTING UNITS (THE “RIGHTS RATIO”) HELD BY ELIGIBLE UNITHOLDERS AS AT 5.00P.M. ON 29 DECEMBER 2016 (THE “RIGHTS ISSUE BOOKS CLOSURE DATE”), FRACTIONAL ENTITLEMENTSTO BE DISREGARDED

Joint Lead Managers and Underwriters for the Rights Issue

IMPORTANT DATES AND TIMES(The following is qualified by, and should be read in conjunction with, the section entitled “Timetable

of Key Events” of this Offer Information Statement)

Last date and time for trading of Rights Entitlements : 12 January 2017 at 5.00 p.m.

Last date and time for acceptance of RightsEntitlements and payment for Rights Units

: 18 January 2017 at 5.00 p.m.(9.30 p.m. for Electronic Applications throughATMs of Participating Banks (each as definedherein))

Last date and time for application and payment forExcess Rights Units

: 18 January 2017 at 5.00 p.m.(9.30 p.m. for Electronic Applications throughATMs of Participating Banks)

Page 2: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank
Page 3: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

NOTICE TO UNITHOLDERS AND INVESTORS

No person has been authorised to give any information or make any representations other thanthose contained in this Offer Information Statement in connection with the Rights Issue and,if given or made, such information or representations must not be relied upon as having beenauthorised by or on behalf of Sabana REIT, the Manager, HSBC Institutional Trust Services(Singapore) Limited, as trustee of Sabana REIT (the “Trustee”) or The Hongkong andShanghai Banking Corporation Limited, Singapore Branch, Maybank Kim Eng Securities Pte.Ltd. and United Overseas Bank Limited, as joint lead managers and underwriters for the RightsIssue (collectively, the “Joint Lead Managers and Underwriters”). Save as expressly statedin this Offer Information Statement, nothing contained herein is, or may be relied upon as, apromise or representation as to the future performance or policies of Sabana REIT or theManager. Neither the delivery of this Offer Information Statement nor the issue of the RightsUnits shall, under any circumstances, constitute a representation, or give rise to anyimplication, that there has been no material change in the affairs of Sabana REIT or in any ofthe information contained herein since the date of this Offer Information Statement. Wheresuch changes occur after the date of this Offer Information Statement and are material andrequired to be disclosed by law and/or the SGX-ST, the Manager will announce such changesvia SGXNET1, and if required, lodge a supplementary or replacement document with theAuthority. All holders of Units (“Unitholders”) and investors should take note of any suchannouncement and, upon the release of such announcement or lodgement of suchsupplementary or replacement document, as the case may be, shall be deemed to have noticeof such changes.

For Eligible Unitholders, acceptances of the Rights Entitlements and (if applicable)applications for Excess Rights Units may be made through The Central Depository (Pte)Limited (“CDP”) or through an automated teller machine (“ATM”) of a Participating Bank inaccordance with the terms and conditions of this Offer Information Statement (“ElectronicApplication”).

Central Provident Fund (“CPF”) Investment Scheme (“CPFIS”) investors, SupplementaryRetirement Scheme (“SRS”) investors and investors who hold Units through a financecompany and/or Depository Agent (as defined herein) should see the section entitled“Important Notice to (A) CPFIS Investors, (B) SRS Investors and (C) Investors who holdUnits through a Finance Company and/or Depository Agent” of this Offer InformationStatement for important details relating to the offer procedure for them.

This Offer Information Statement, the ARE and the ARS may not be used for the purpose of,and does not constitute, an offer, invitation or solicitation in any jurisdiction or in anycircumstances in which such offer, invitation or solicitation is unlawful or unauthorised, or toany person to whom it is unlawful to make such offer, invitation or solicitation. In addition, noaction has been or will be taken in any jurisdiction (other than Singapore) that would permit apublic offering of the Rights Units or the possession, circulation or distribution of this OfferInformation Statement or any other material relating to Sabana REIT or the Rights Units in anyjurisdiction (other than Singapore) where action for that purpose is required. The Rights Unitsmay not be offered or sold, directly or indirectly, and neither this Offer Information Statementnor any other offering material or advertisements in connection with the Rights Units may bedistributed or published in or from any country or jurisdiction, except, in each case, undercircumstances that will result in compliance with any applicable rules and regulations of anysuch country or jurisdiction and the Manager and the Trustee expressly reserve the right to

1 An internet-based corporate announcement submission system maintained by the SGX-ST.

i

Page 4: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

determine in their sole discretion whether to comply with any such applicable rules andregulations. No information in this Offer Information Statement should be considered to bebusiness, financial, legal or tax advice regarding an investment in the Rights Units and/orUnits.

The Manager, the Trustee, the Joint Lead Managers and Underwriters and each of theirrespective officers and employees make no representation, warranty or recommendationwhatsoever as to the merits of the Rights Issue, the Rights Units, the Rights Entitlements orSabana REIT, or any other matter related thereto or in connection therewith. Nothing in thisOffer Information Statement or the accompanying documents shall be construed as arecommendation to subscribe for the Rights Units or to purchase the Rights Entitlements.Prospective subscribers of Rights Units and purchasers and/or transferees of RightsEntitlements should rely, and shall be deemed to have relied, on their own independentenquiries and investigations of the affairs of Sabana REIT, including but not limited to, theassets and liabilities, profits and losses, financial position, financial performance, risk factorsand prospects of Sabana REIT, and their own appraisal and determination of the merits ofinvesting in Sabana REIT. Persons in doubt as to the action they should take should consulttheir business, financial, legal, tax or other professional adviser before deciding whether tosubscribe for or purchase the Rights Units or the Rights Entitlements.

This Offer Information Statement and the accompanying documents have been preparedsolely for the purposes of the Rights Issue and may not be relied upon for any other purposes.

The Rights Units and the Rights Entitlements have not been and will not be registered underthe Securities Act or under any securities laws of any state or other jurisdiction of the U.S. andmay not be offered, sold, resold, allotted, taken up, exercised, pledged, transferred ordelivered, directly or indirectly, within the U.S., except pursuant to an applicable exemptionfrom, or in a transaction not subject to, the registration requirements of the Securities Act andin compliance with any applicable securities laws of any state or other jurisdiction of the U.S.The Rights Units and the Rights Entitlements are being offered and sold in offshoretransactions (as defined under Regulation S) in reliance on Regulation S under the SecuritiesAct. Please refer to the section entitled “Offering, Selling and Transfer Restrictions” of thisOffer Information Statement.

The distribution of this Offer Information Statement and the offer, sale and delivery of theRights Units and the Rights Entitlements in certain jurisdictions may be prohibited or restrictedby law. Persons who come into possession of this Offer Information Statement and/or itsaccompanying documents are required by the Manager and the Joint Lead Managers andUnderwriters to inform themselves of, and observe, any such prohibitions and restrictions.Please refer to the sections entitled “Eligibility of Unitholders to Participate in the Rights Issue”and “Offering, Selling and Transfer Restrictions” of this Offer Information Statement.

Selected financial data from the audited financial statements of Sabana REIT for the financialyear ended 31 December 2013 (“FY2013”, and the audited financial statements of SabanaREIT for FY2013, the “FY2013 Audited Financial Statements”), the audited financialstatements of Sabana REIT for the financial year ended 31 December 2014 (“FY2014”, and theaudited financial statements of Sabana REIT for FY2014, the “FY2014 Audited FinancialStatements”), the audited financial statements of Sabana REIT for the financial year ended 31December 2015 (“FY2015”, and the audited financial statements of Sabana REIT for FY2015,the “FY2015 Audited Financial Statements”), and the unaudited financial statements ofSabana REIT for the nine months ended 30 September 2016 (“9M 2016”, and the unauditedfinancial statements of Sabana REIT for 9M 2016, the “9M 2016 Unaudited FinancialStatements”) (collectively, the “Financial Statements”), are set out in Appendix A of this

ii

Page 5: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Offer Information Statement. Financial data relating to distribution per Unit (“DPU”), earningsper Unit and net asset value (“NAV”) per Unit before and after any adjustment to reflect theAcquisitions (as defined herein) and the issue of Rights Units are also set out in Appendix Aof this Offer Information Statement.

Such selected financial data should be read together with the relevant notes to the FinancialStatements, where applicable, which are available on the website of Sabana REIT athttp://www.sabana-reit.com and are also available for inspection during normal business hoursat the registered office of the Manager at 151 Lorong Chuan, #02-03 New Tech Park,Singapore 556741, from the date of this Offer Information Statement up to and including thedate falling six months after the date of this Offer Information Statement1.

Save for the Financial Statements which are deemed incorporated into this Offer InformationStatement by reference, the information contained on the website of Sabana REIT does notconstitute part of this Offer Information Statement.

Prospective investors are advised to obtain and read the Financial Statements(including the relevant notes, where applicable) before making any investment decisionin relation to the Rights Units and the Rights Entitlements.

The value of Units and the income derived from them may fall as well as rise. Units are notobligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investmentin Units is subject to investment risks, including the possible loss of the principal amountinvested. None of the Manager or any of its affiliates guarantees the performance of SabanaREIT or the repayment of capital from Sabana REIT, or any particular rate of return on theUnits.

Unitholders have no right to request the Manager to redeem their Units while the Units arelisted. It is intended that Unitholders may only deal in their Units through trading on theSGX-ST. Listing of Units on the SGX-ST does not guarantee a liquid market for the Units. Thepast performance of Sabana REIT is not necessarily indicative of the future performance ofSabana REIT.

Forward-Looking Statements

All statements contained in this Offer Information Statement, statements made in publicannouncements, press releases and oral statements that may be made by Sabana REIT or thedirectors of the Manager (“Directors”), its officers or employees acting on its behalf, that arenot statements of historical fact, constitute “forward-looking statements”. Some of thesestatements can be identified by words that have a bias towards the future or, areforward-looking such as, without limitation, “anticipate”, “aim”, “believe”, “could”, “estimate”,“expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”, “predict”, “probable”, “project”,“seek”, “should”, “will” and “would” or other similar words. However, these words are not theexclusive means of identifying forward-looking statements. All statements regarding the futurefinancial position, operating results, business strategies, plans and future prospects of SabanaREIT and its subsidiaries (the “Group”) are forward-looking statements. The Manager, theTrustee and the Joint Lead Managers and Underwriters do not represent or warrant that theactual future performance, outcomes or results of Sabana REIT will be as discussed in thosestatements. These forward-looking statements, including but not limited to, statements as tothe Group’s revenue and profitability, prospects, future plans and other matters discussed inthis Offer Information Statement regarding matters that are not historical facts, are merelypredictions. These forward-looking statements involve known and unknown risks,uncertainties and other factors that may cause the Group’s actual, future results, performance

1 Prior appointment with the Manager will be appreciated.

iii

Page 6: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

or achievements to be materially different from any future results, performance orachievements expected, expressed or implied by such forward-looking statements.Representative examples of such other factors include (without limitation) general industry andeconomic conditions, financing costs trends, cost of capital and capital availability, competitionfrom similar developments, shifts in expected levels of property rental income, changes inproperty expenses and operating expenses, and governmental and public policy changes. Anyprediction, projection or forecast on the economy or economic trends of the markets in whichthe Group operates is not necessarily indicative of the future or likely performance of theGroup. (See the section entitled “Risk Factors” for a discussion of certain factors to beconsidered in connection with an investment in the Rights Units and the Rights Entitlements.)

Given the risks, uncertainties and other factors that may cause Sabana REIT’s actual futureresults, performance or achievements to be materially different from that expected, expressedor implied by the forward-looking statements in this Offer Information Statement, you arecautioned not to place undue reliance on these forward-looking statements, which are basedon the Manager’s current view of future events. Investors should read the whole of this OfferInformation Statement and make their own assessment of the future performance of SabanaREIT before deciding whether to subscribe for the Rights Units and/or apply for Excess RightsUnits. Investors should also make their own independent investigations of any bases andassumptions upon which financial projections, if any, are made or based, and carefullyconsider this Offer Information Statement in light of their personal circumstances. If you are inany doubt as to the action you should take, you should consult your legal, financial, tax or otherprofessional adviser.

Any discrepancies in the tables included herein between the listed amounts and totals thereofare due to rounding. Figures and percentages are rounded to an appropriate number ofdecimal places, where applicable.

This Offer Information Statement includes market and industry data and forecasts that havebeen obtained from internal surveys, reports and studies, where appropriate, as well as marketresearch, publicly available information and industry publications. Industry publications,surveys and forecasts generally state that the information they contain has been obtained fromsources believed to be reliable, but there can be no assurance as to the accuracy orcompleteness of such information.

Pro Forma Financial Information

The pro forma financial information contained in this Offer Information Statement (includingthe pro forma DPU yields) is based on historical statements reconstituted on a pro forma basisbased on numerous assumptions and adjustments (as set out in the section entitled “ProForma Financial Information”) and is not necessarily indicative of the total returns and cashflows or financial position of Sabana REIT that would have been attained and had thecompletion of the acquisition of the Properties (as defined herein) or the acquisition of theEunos Properties (as defined herein) and/or Rights Issue actually occurred in the relevantperiods. Such pro forma financial information, because of its nature, may not give a true oraccurate picture of Sabana REIT’s actual total returns, results of operations or financialposition and the Manager, the Trustee and Joint Lead Managers and Underwriters do notrepresent or warrant that the actual outcome of the acquisition of the Properties (as definedherein) or the acquisition of the Eunos Properties (as defined herein), or the Rights Issue atthe relevant dates or periods would have been as presented. Under no circumstances shouldthe inclusion of such information be regarded as a representation, warranty or prediction thatthese results would have been achieved, will be achieved or are likely to be achieved. Inparticular, investors should note that the pro forma DPU yields, which are prepared forillustrative purposes only, are calculated based on certain assumptions and assumed price perUnit (as set out in the section entitled “Pro Forma Financial Information”) and even if investorshad purchased the Units at the relevant assumed price per Unit, there is no guarantee that theactual or future yields would be as indicated.

iv

Page 7: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

IMPORTANT NOTICE TO (A) CPFIS INVESTORS, (B) SRS INVESTORS AND (C)INVESTORS WHO HOLD UNITS THROUGH A FINANCE COMPANY AND/OR

DEPOSITORY AGENT

Unitholders who have subscribed for or purchased Units under the CPFIS, the SRS or througha finance company and/or Depository Agent can only accept their Rights Entitlements and (ifapplicable) apply for Excess Rights Units by instructing the relevant banks in which they holdtheir CPFIS accounts and/or SRS Accounts (as defined herein), finance company and/orDepository Agent to do so on their behalf in accordance with this Offer Information Statement.

ANY APPLICATION MADE DIRECTLY BY THE ABOVE-MENTIONED UNITHOLDERSTHROUGH CDP OR THROUGH ATMS WILL BE REJECTED.

The above-mentioned Unitholders, where applicable, will receive notification letter(s) fromtheir respective approved bank, finance company and/or Depository Agent and should refer tosuch notification letter(s) for details of the last date and time to submit acceptances of theRights Entitlements and (if applicable) applications for Excess Rights Units to their respectiveapproved bank, finance company and/or Depository Agent.

(i) Use of CPF Funds

Unitholders participating in the CPFIS — Ordinary Account must use, subject toapplicable CPF rules and regulations, monies standing to the credit of their respectiveCPF Investment Accounts to pay for the acceptance of their Rights Entitlements and (ifapplicable) application for Excess Rights Units, if they have previously bought their Unitsusing their CPF Investible Savings (“CPF Funds”).

Such Unitholders who wish to accept their Rights Entitlements and (if applicable) applyfor Excess Rights Units using CPF Funds must have sufficient funds in their CPFInvestment Accounts and must instruct their respective approved banks, where suchUnitholders hold their CPF Investment Accounts, to accept their Rights Entitlements and(if applicable) apply for Excess Rights Units on their behalf in accordance with this OfferInformation Statement.

Such Unitholders who have insufficient funds in their CPF Investment Accounts maydeposit cash into their CPF Investment Accounts with their approved banks to enablethem to accept their Rights Entitlements and (if applicable) apply for Excess Rights Units.CPF Funds may not, however, be used for the purchase of the Rights Entitlements directlyfrom the market.

(ii) Use of SRS Funds

Unitholders who had purchased Units using their SRS Accounts and who wish to accepttheir Rights Entitlements and (if applicable) apply for Excess Rights Units can only do so,subject to applicable SRS rules and regulations, using monies standing to the credit oftheir respective SRS Accounts.

Such Unitholders who wish to accept their Rights Entitlements and (if applicable) applyfor Excess Rights Units using SRS monies, must instruct the relevant approved banks inwhich they hold their SRS Accounts to accept their Rights Entitlements and (if applicable)apply for Excess Rights Units on their behalf in accordance with this Offer InformationStatement. Such Unitholders who have insufficient funds in their SRS Accounts may,subject to the SRS contribution cap, deposit cash into their SRS Accounts with theirapproved banks before instructing their respective approved banks to accept their RightsEntitlements and (if applicable) apply for Excess Rights Units. SRS investors are advisedto provide their respective approved banks in which they hold their SRS Accounts with the

v

Page 8: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

appropriate instructions no later than the deadlines set by their respective approvedbanks in order for their respective approved banks to make the relevant acceptance and(if applicable) application on their behalf by the Closing Date (as defined herein). Anyacceptance and (if applicable) application made directly through CDP, ElectronicApplications at ATMs of the Participating Banks, Boardroom Corporate & AdvisoryServices Pte. Ltd. (the “Unit Registrar”) and/or Sabana REIT will be rejected. For theavoidance of doubt, monies in SRS Accounts may not be used for the purchase of theprovisional allotments of the Rights Units directly from the market.

(iii) Holdings through Finance Company and/or Depository Agent

Unitholders who hold Units through a finance company and/or Depository Agent mustinstruct the relevant finance company and/or Depository Agent to accept their RightsEntitlements and (if applicable) apply for Excess Rights Units on their behalf inaccordance with this Offer Information Statement.

vi

Page 9: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

ELIGIBILITY OF UNITHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

ELIGIBLE UNITHOLDERS

Eligible Unitholders are Unitholders with Units standing to the credit of their securitiesaccounts with CDP (but do not include securities sub-accounts) (each, a “SecuritiesAccount”) and whose registered addresses with CDP are in Singapore as at the Rights IssueBooks Closure Date or who have, at least three Market Days1 prior to the Rights Issue BooksClosure Date, provided CDP with addresses in Singapore for the service of notices anddocuments, but exclude, subject to certain exceptions, Unitholders who are otherwise located,resident or with a registered address in any jurisdiction in which the offering of the RightsEntitlements and Rights Units may not be lawfully made (“Eligible Unitholders”).

Eligible Unitholders will receive their Rights Entitlements under the Rights Issue on the basisof their unitholdings in Sabana REIT as at the Rights Issue Books Closure Date and areentitled to participate in the Rights Issue and to receive this Offer Information Statement(including the ARE and the ARS) at their respective Singapore addresses. Eligible Unitholderswho do not receive this Offer Information Statement and the ARE and the ARS may obtain themfrom CDP for the period up to the Closing Date.

Eligible Unitholders are at liberty to accept in part or in full, decline or otherwise renounce ortrade (during the Rights Entitlements trading period prescribed by the SGX-ST) their RightsEntitlements and are eligible to apply for Excess Rights Units.

The Rights Units represented by the provisional allotments (A) of (i) Eligible Unitholders whodecline, do not accept, and elect not to renounce or sell their Rights Entitlements under theRights Issue (during the Rights Entitlements trading period prescribed by the SGX-ST) and/or(ii) Ineligible Unitholders (as defined herein) which have not been sold during the RightsEntitlements trading period or (B) that have not been validly taken up by the original allottees,renouncees of the Rights Entitlements or the purchasers of Rights Entitlements (collectively,“Excess Rights Units”) will be aggregated and used to satisfy Excess Rights Unitsapplications (if any) or disposed of or otherwise dealt with in such manner as the Manager may,in its absolute discretion, deem fit.

Subject to the requirements of or otherwise waived by the SGX-ST, in the allotment of ExcessRights Units, preference will be given to the rounding of odd lots (if any) followed by allotmentto the Unitholders who are neither Directors nor Substantial Unitholders (as defined herein).Directors and Substantial Unitholders who have control or influence over Sabana REIT or theManager in connection with the day-to-day affairs of Sabana REIT or the terms of the RightsIssue, or have representation (direct or through a nominee) on the board of Directors(“Board”), will rank last in priority for the rounding of odd lots and allotment of Excess RightsUnits.

All dealings in and transactions of the Rights Entitlements through the SGX-ST will beeffected under the book-entry (scripless) settlement system.

The procedures for, and the terms and conditions applicable to, acceptances, renunciationand/or sales of the Rights Entitlements and for the applications for Excess Rights Units,including the different modes of acceptance and application and payment, are contained inAppendix B — Procedures for Acceptance, Payment, Renunciation and Application forRights Units and/or Excess Rights Units by Eligible Unitholders, in Appendix C —Additional Terms and Conditions for Electronic Applications and in the ARE and the ARS.

1 “Market Day” refers to any day (other than a Saturday, Sunday or gazetted public holiday) on which commercialbanks are open for business in Singapore and the SGX-ST is open for trading.

vii

Page 10: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

INELIGIBLE UNITHOLDERS

No Rights Entitlements will be provisionally allotted to Unitholders who are not EligibleUnitholders (“Ineligible Unitholders”) and no purported acceptance thereof or application forExcess Rights Units therefore by Ineligible Unitholders will be valid.

This Offer Information Statement and its accompanying documents (including the ARE and theARS) will not be despatched to Ineligible Unitholders. This Offer Information Statement and itsaccompanying documents (including the ARE and the ARS) relating to the Rights Issue havenot been and will not be lodged, registered or filed in any jurisdiction other than Singapore.

Receipt of this Offer Information Statement and its accompanying documents or the creditingof Rights Entitlements to a securities account in CDP does not and will not constitute an offerin those jurisdictions in which such offer would be illegal and this Offer Information Statementand its accompanying documents should not be copied or redistributed.

The offer, sale and delivery of the Rights Units and the Rights Entitlements may be prohibitedor restricted in certain jurisdictions under their relevant securities laws. Thus, for practicalreasons and in order to avoid any violation of the securities legislation or other relevant lawsapplicable in countries (other than in Singapore) where Unitholders may have as theiraddresses registered with CDP, the Rights Issue will not be extended to Ineligible Unitholders.

The Rights Units and the Rights Entitlements have not been and will not be registered underthe Securities Act or under any securities laws of any state or other jurisdiction of the U.S. andmay not be offered, sold, resold, allotted, taken up, exercised, pledged, transferred ordelivered, directly or indirectly, within the U.S., except pursuant to an applicable exemptionfrom, or in a transaction not subject to, the registration requirements of the Securities Act andin compliance with any applicable securities laws of any state or other jurisdiction of the U.S.The Rights Units and the Rights Entitlements are being offered and sold in offshoretransactions (as defined under Regulation S) in reliance on Regulation S.

This Offer Information Statement and its accompanying documents will also not be despatchedto persons purchasing or who are transferees of the Rights Entitlements, whose registeredaddresses with CDP are outside Singapore (“Foreign Purchasers”). Foreign Purchasers areadvised that their participation in the Rights Issue may be restricted or prohibited by the lawsof the jurisdiction in which they are located or resident. Foreign Purchasers who wish to acceptthe Rights Entitlements credited to their Securities Accounts should ensure that they complywith the applicable rules, regulations and, subject to compliance with applicable laws andregulations, make the necessary arrangements with their Depository Agents or stockbrokers inSingapore.

The Manager reserves the right, but shall not be obliged, to treat as invalid any application orpurported application, or decline to register such application or purported application which (i)appears to the Manager or its agents to have been executed in any jurisdiction outsideSingapore or which the Manager believes may violate any applicable legislation of suchjurisdiction, or (ii) purports to exclude any deemed representation or warranty.

Notwithstanding the above, Unitholders and any other person having possession of thisOffer Information Statement are advised to inform themselves of and to observe all legalrequirements applicable thereto. No person in any territory outside Singapore receivingthis Offer Information Statement may treat the same as an offer, invitation or solicitationto subscribe for any Rights Units unless such offer, invitation or solicitation couldlawfully be made without violating any regulation or legal requirements in such territory.

viii

Page 11: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

If it is practicable to do so, the Manager may, in its absolute discretion, arrange for RightsEntitlements which would otherwise have been allotted to Ineligible Unitholders to be sold“nil-paid” on the SGX-ST as soon as practicable after dealings in the Rights Entitlementscommence. Such sales may, however, only be effected if the Manager, in its absolutediscretion, determines that a premium can be obtained from such sales, after taking intoaccount expenses to be incurred in relation thereto.

Where such Rights Entitlements are sold “nil-paid” on the SGX-ST, they will be sold at suchprice or prices as the Manager, may, in its absolute discretion, decide and no IneligibleUnitholder or persons acting for the account or benefit of any such persons, shall have anyclaim whatsoever against the Manager, the Trustee, the Joint Lead Managers andUnderwriters, CDP or the Central Provident Fund Board (the “CPF Board”) or their respectiveofficers in respect of such sales or the proceeds thereof, the Rights Entitlements or the RightsUnits represented by such provisional allotments.

The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooledand thereafter distributed to Ineligible Unitholders in proportion to their respective unitholdingsas at the Rights Issue Books Closure Date and sent to them at their own risk by ordinary post,without interest or any share of revenue or other benefit arising therefrom, provided that wherethe amount of net proceeds to be distributed to any single Ineligible Unitholder is less thanS$10.00, the Manager shall be entitled to retain or deal with such net proceeds as the Managermay, in its absolute discretion, deem fit for the sole benefit of Sabana REIT and no IneligibleUnitholder shall have any claim whatsoever against the Manager, the Trustee, the Joint LeadManagers and Underwriters, CDP or the CPF Board or their respective officers in connectionherewith.

If such Rights Entitlements cannot be or are not sold on the SGX-ST as aforesaid for anyreason by such time as the SGX-ST shall have declared to be the last day for trading in theRights Entitlements, the Rights Units represented by such Rights Entitlements will be issuedto satisfy applications for Excess Rights Units or dealt with in such manner as the Managermay, in its absolute discretion, deem fit in the interest of Sabana REIT and no IneligibleUnitholder or persons acting for the account or benefit of any such persons shall have anyclaim whatsoever against the Manager, the Trustee, the Joint Lead Managers andUnderwriters, CDP or the CPF Board or their respective officers in connection therewith.

Unitholders should note that the special arrangement described above will apply only toIneligible Unitholders.

ix

Page 12: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

OFFERING, SELLING AND TRANSFER RESTRICTIONS

Investors are advised to consult their legal counsel prior to making any offer, sale, resale,pledge or other transfer of the Rights Entitlements and the Rights Units. No action has beentaken or will be taken to permit a public offering of the Rights Units or the Rights Entitlementsto occur in any jurisdiction, or the possession, circulation, or distribution of this OfferInformation Statement, its accompanying documents or any other material relating to SabanaREIT, the Rights Units or the Rights Entitlements in any jurisdiction where action for suchpurpose is required, except that this Offer Information Statement has been lodged with theAuthority. Accordingly, the Rights Units or the Rights Entitlements may not be offered or sold,directly or indirectly, and none of this Offer Information Statement, its accompanyingdocuments or any offering materials or advertisements in connection with the Rights Units orthe Rights Entitlements may be distributed or published in or from any country or jurisdictionexcept under circumstances that will result in compliance with any applicable rules andregulations of any such country or jurisdiction and the Manager and the Trustee expresslyreserve the right to determine in their sole discretion whether to comply with any suchapplicable rules and regulations. Investors are advised to consult their legal counsel prior toaccepting any provisional allotment of Rights Units, applying for Excess Rights Units ormaking any offer, sale, resale, pledge or other transfer of the Rights Units or the RightsEntitlements.

This Offer Information Statement and its accompanying documents are being suppliedto you solely for your information and may not be reproduced, redistributed or passedon, directly or indirectly, to any other person or published, in whole or in part, for anypurpose. For the Rights Issue, the Manager on behalf of Sabana REIT is relying upon theexemption from registration provided by Regulation S under the Securities Act. The RightsEntitlements and the Rights Units have not been, and will not be, registered under theSecurities Act or under the securities laws of any state of the United States and may beoffered, sold, resold, granted, delivered, allotted, taken up, exercised, pledged or transferredonly outside the United States in accordance with Regulation S under the Securities Act.Unitholders acting on a non-discretionary basis for the account or benefit of a person locatedin the United States may not take up or purchase the Rights Entitlements or the Rights Units.Distribution of this Offer Information Statement in the United States is not authorised, and anyperson in the United States who obtains a copy of this Offer Information Statement isrequested to disregard the contents of this Offer Information Statement.

Each purchaser of the Rights Entitlements and/or the Rights Units offered and sold in relianceon Regulation S will be deemed to have represented and agreed as follows (terms defined inRegulation S have the same meanings when used herein):

(a) the purchaser (i) is, and the person, if any, for whose account it is acquiring such RightsEntitlements and/or the Rights Units is, outside the United States; and (ii) is acquiring theRights Entitlements and/or the Rights Units in an offshore transaction meeting therequirements of Regulation S;

(b) the purchaser is aware that the Rights Entitlements and/or the Rights Units have not beenand will not be registered under the Securities Act and are being distributed and offeredoutside the United States in reliance on Regulation S; and

(c) the purchaser acknowledges that the Manager, the Joint Lead Managers andUnderwriters, their respective affiliates and others will rely upon the truth and accuracyof the foregoing representations and agreements.

x

Page 13: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Until 40 days after the commencement of the Rights Issue, an offer or sale of the Rights Unitswithin the United States by any dealer (whether or not participating in the Rights Issue) mayviolate the registration requirements of the Securities Act if such offer or sale is made otherthan in accordance with an available exemption from registration.

The Manager and the Joint Lead Managers and Underwriters have not taken any action, norwill the Manager and the Joint Lead Managers and Underwriters take any action, in anyjurisdiction other than Singapore that would permit a public offering of the Rights Entitlementsand Rights Units, or the possession, circulation or distribution of this Offer InformationStatement or any other material relating to Sabana REIT, the Manager, the Rights Entitlementsor the Rights Units in any jurisdiction other than Singapore where action for that purpose isrequired.

The distribution of this Offer Information Statement and/or its accompanying documents maybe prohibited or restricted by law (either absolutely or subject to various securitiesrequirements, whether legal or administrative, being complied with) in certain jurisdictionsunder the relevant securities laws of these jurisdictions. Unitholders or any other personshaving possession of this Offer Information Statement and/or its accompanying documents areadvised to keep themselves informed of and to observe such prohibitions and restrictions. Noperson in any territory outside Singapore receiving this Offer Information Statement and/or itsaccompanying documents may treat the same as an offer, invitation or solicitation to subscribefor any Rights Units unless such offer, invitation or solicitation could lawfully be made withoutviolating any regulation or legal requirements in such territory.

xi

Page 14: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

CERTAIN DEFINED TERMS AND CONVENTIONS

Sabana REIT publishes its financial statements in Singapore dollars. In this Offer InformationStatement, references to “S$”, “Singapore dollar” or “cent” are to the lawful currency of theRepublic of Singapore. All references to dates and times are to Singapore dates and times.

Capitalised terms used in this Offer Information Statement shall have the meanings set out inthe Glossary on pages 92 to 104 of this Offer Information Statement.

All references to dates and times are to Singapore dates and times.

Measurements in square metres (“sq m”) are converted to square feet (“sq ft”) and vice versabased on the conversion rate of 1 sq m = 10.7639 sq ft.

References to “Appendix” or “Appendices” are to the appendices set out in this OfferInformation Statement.

xii

Page 15: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

CORPORATE INFORMATION

Directors of the Manager : Mr. Steven Lim Kok Hoong(Chairman and Independent Non-Executive Director)Mr. Yong Kok Hoon(Independent Non-Executive Director)Ms. Ng Shin Ein(Non-Executive Director)Mr. Henry Chua Tiong Hock(Non-Executive Director)Mr. Kevin Xayaraj(Chief Executive Officer and Executive Director)

Registered Office of theManager

: 151 Lorong Chuan#02-03 New Tech ParkSingapore 556741

Trustee of Sabana REIT : HSBC Institutional Trust Services (Singapore) Limited(in its capacity as trustee of Sabana REIT)21 Collyer Quay#13-02 HSBC BuildingSingapore 049320

Joint Lead Managersand Underwriters

: The Hongkong and Shanghai Banking CorporationLimited, Singapore Branch21 Collyer Quay#10-01 HSBC BuildingSingapore 049320

Maybank Kim Eng Securities Pte. Ltd.50 North Canal RoadSingapore 059304

United Overseas Bank Limited80 Raffles PlaceUOB PlazaSingapore 048624

Legal Adviser for theRights Issue and to theManager

: Allen & Gledhill LLPOne Marina Boulevard #28-00Singapore 018989

Legal Adviser to theJoint Lead Managersand Underwriters as toSingapore Law

: Allen & Overy LLP50 Collyer Quay #09-01OUE BayfrontSingapore 049321

Legal Adviser to theTrustee

: Dentons Rodyk & Davidson LLP80 Raffles Place#33-00 UOB Plaza 1Singapore 048624

Unit Registrar and UnitTransfer Office

: Boardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place #32-01Singapore Land TowerSingapore 048623

xiii

Page 16: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Independent Valuers : Savills Valuation and Professional Services (S) Pte Ltd30 Cecil Street#20-03 Prudential TowerSingapore 049712

Knight Frank Pte Ltd16 Raffles Quay#30-01 Hong Leong BuildingSingapore 048581

xiv

Page 17: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

TABLE OF CONTENTS

Page

Notice to Unitholders and Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

Important Notice to (A) CPFIS Investors, (B) SRS Investors and (C) Investorswho hold Units through a Finance Company and/or Depository Agent . . . . . . . . . . v

Eligibility of Unitholders to Participate in the Rights Issue . . . . . . . . . . . . . . . . . . . . vii

Offering, Selling and Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . x

Certain Defined Terms and Conventions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xii

Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiii

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Principal Terms of the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Timetable of Key Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Overview of Sabana REIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Information Relating to the Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

APPENDICES

Appendix A Certain Financial Information relating to Sabana REIT . . . . . . . . . . . . . . . . A-1

Appendix B Procedures for Acceptance, Payment, Renunciation and Application forRights Units and/or Excess Rights Units by Eligible Unitholders . . . . . . . . B-1

Appendix C Additional Terms and Conditions for Electronic Applications . . . . . . . . . . . . C-1

Appendix D List of Participating Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

Appendix E Valuation Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

xv

Page 18: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

This page is intentionally left blank

Page 19: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

SUMMARY

The following summary is qualified in its entirety by, and is subject to, the more detailedinformation contained or referred to elsewhere in this Offer Information Statement. Meaningsof defined terms may be found in the “Glossary” section of this Offer Information Statement.

1. Overview of Sabana REIT

Sabana REIT

Sabana REIT is the first Shari’ah compliant industrial real estate investment trust (“REIT”)listed on the Main Board of the SGX-ST. Sabana REIT was established with the principalinvestment strategy of investing in income-producing real estate used for industrialpurposes, as well as real estate-related assets, in line with Shari’ah investmentprinciples.

The Manager

Sabana Real Estate Investment Management Pte. Ltd. is the manager of Sabana REIT(the “Manager”) and it is wholly-owned by Sabana Investment Partners Pte. Ltd. (“SIP”),of which the shareholders are Vibrant Group Limited (the “Sponsor”), BlackwoodInvestment Pte. Ltd. (“Blackwood”) and Atrium Asia Capital Partners Pte. Ltd. (“AACP”).The Manager is a subsidiary of the Sponsor.

Existing Portfolio

As at 23 December 2016, being the latest practicable date prior to the lodgement of thisOffer Information Statement (the “Latest Practicable Date”), Sabana REIT’s assetportfolio comprised 21 industrial properties in Singapore (the “Existing Portfolio”) as setout in the table below:

High-Tech IndustrialChemical Warehouse

& LogisticsWarehouse &

LogisticsGeneral Industrial

• 151 Lorong Chuan

• 8 CommonwealthLane

• 9 Tai Seng Drive

• 15 Jalan KilangBarat

• 1 Tuas Avenue 4

• 23 Serangoon NorthAvenue 5

• 508 Chai Chee Lane

• 33 & 35 PenjuruLane

• 18 Gul Drive

• 34 Penjuru Lane

• 51 Penjuru Road

• 26 Loyang Drive

• 218 PandanLoop(1)

• 3A Joo KoonCircle

• 2 Toh Tuck Link

• 10 Changi SouthStreet 2

• 123 Genting Lane

• 30 & 32 TuasAvenue 8

• 39 Ubi Road 1

• 21 Joo KoonCrescent

• 6 Woodlands Loop

Note:

(1) The Manager announced the proposed divestment of 218 Pandan Loop on 5 December 2016. The

divestment is conditional upon the receipt of approvals from the relevant authorities and it is expected to

be completed by the end of the first quarter of 2017.

1

Page 20: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The Existing Portfolio had a total net lettable area (“NLA”) of approximately 3,605,294 sq

ft and a total portfolio occupancy rate of approximately 89.2% (by NLA) as at 30

September 2016.

2. The Acquisitions

The Manager had earlier announced Sabana REIT’s proposed acquisition of the following

properties:

(i) 72 Eunos Avenue 7, Singapore 409570 (the “Eunos Ave 7 Property”), a property

with a gross floor area (“GFA”) of 67,977 sq ft from Singapore Handicrafts Pte Ltd

(“Singapore Handicrafts”) (a wholly-owned subsidiary of LHN Group Pte. Ltd.,

which is in turn a wholly-owned subsidiary of LHN Limited) for a purchase

consideration of S$20.0 million;1

(ii) 107 Eunos Avenue 3, Singapore 409837 (the “Eunos Ave 3 Property”, together with

the Eunos Ave 7 Property as the “Eunos Properties”), a property with a GFA of

133,946 sq ft from General Cars Fleet Management Pte Ltd (“General Cars”) for a

purchase consideration of S$34.5 million;2 and

(iii) 47 Changi South Avenue 2, Singapore 486148 (the “Changi South Property”), a

property with GFA of 91,573 sq ft from Freight Links Properties Pte. Ltd. (“Freight

Links”) (a wholly-owned subsidiary of the Sponsor) for a purchase consideration of

S$23.0 million3,

(collectively, the “Acquisitions”).

As at the Latest Practicable Date, the Sponsor, through SIP, holds a 51.0% interest in the

Manager, and is therefore a “controlling shareholder” of the Manager under the Listing

Manual of the SGX-ST (the “Listing Manual”) and Appendix 6 to the Code on Collective

Investment Schemes (the “Property Funds Appendix”). As Freight Links is a

wholly-owned subsidiary of the Sponsor and it is also the vendor of the Changi South

Property, for the purposes of Chapter 9 of the Listing Manual and Paragraph 5 of the

Property Funds Appendix, Freight Links is an “interested person” (for the purpose of

Chapter 9 of the Listing Manual) and an “interested party” (for the purpose of the

Paragraph 5 of the Property Funds Appendix) of Sabana REIT. The Manager will be

seeking Unitholders’ approval for Sabana REIT’s proposed acquisition of the Changi

South Property at an extraordinary general meeting of Unitholders to be held before 30

June 2017 (the “Extraordinary General Meeting”).

1 The Manager announced the proposed acquisition of the Eunos Ave 7 Property on 8 December 2016.2 The Manager announced the proposed acquisition of the Eunos Ave 3 Property on 14 December 2016.3 The Manager announced the proposed acquisition of the Changi South Property on 15 December 2016. An

estimated upfront land premium of S$1.1 million is payable to JTC (as defined herein) for the proposed

acquisition of the Changi South Property.

2

Page 21: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

In connection with the Acquisitions, the Trustee has entered into:

(i) a conditional put and call option agreement with Singapore Handicrafts on 8

December 2016 for the acquisition of Eunos Ave 7 Property (the “Eunos Ave 7

Property PCOA”);

(ii) a conditional put and call option agreement with General Cars on 14 December 2016

for the acquisition of the Eunos Ave 3 Property (the “Eunos Ave 3 Property PCOA”);

and

(iii) a conditional put and call option agreement with Freight Links on 15 December 2016

for the acquisition of the Changi South Property (the “Changi South Property

PCOA”).

The total purchase consideration payable to Singapore Handicrafts, General Cars and

Freight Links (collectively, the “Vendors”) in connection with the Acquisitions is S$77.5

million (“Total Purchase Consideration”). The Total Purchase Consideration shall be

paid to the Vendors in cash.

The total cost of the Acquisitions (“Total Acquisition Cost”) is approximately S$82.2

million, comprising:

(i) the Total Purchase Consideration of S$77.5 million;

(ii) the acquisition fee of approximately S$0.5 million to be paid to the Manager in cash

for the acquisition of the Eunos Ave 7 Property and the Eunos Ave 3 Property

pursuant to the trust deed constituting Sabana REIT (the “Trust Deed”);

(iii) the acquisition fee of approximately S$0.2 million to be paid to the Manager in Units

(the “Acquisition Fee Units”) for the acquisition of the Changi South Property

pursuant to the Trust Deed; and

(iv) the estimated stamp duty, upfront land premium, professional and other fees and

expenses incurred or be incurred by Sabana REIT in connection with the

Acquisitions of approximately S$4.0 million.

(See the section entitled “Information Relating to the Acquisitions” for further details

relating to the Acquisitions.)

3. The Rights Issue

The Rights Issue comprises an offer of 310,712,244 Rights Units made on a renounceable

basis to Eligible Unitholders based on the Rights Ratio of 42 Rights Units for every 100

existing units in Sabana REIT held as at the Rights Issue Books Closure Date (fractional

entitlements to be disregarded), at the Issue Price of S$0.258, to raise gross proceeds of

approximately S$80.2 million. The Rights Issue of 310,712,244 Rights Units less the

number of Rights Units (including Excess Rights Units) required to be subscribed and/or

applied for pursuant to (i) the Sponsor Undertaking and (ii) the Khua Individual

Undertakings (each as defined herein) will be underwritten by the Joint Lead Managers

3

Page 22: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

and Underwriters pursuant to the terms and subject to the conditions of the management

and underwriting agreement entered into between the Manager and the Joint Lead

Managers and Underwriters on 20 December 2016 (the “Management and Underwriting

Agreement”).

The Rights Issue will provide Eligible Unitholders with the opportunity to subscribe for

their pro rata entitlement to the Rights Units at the Issue Price, which represents a

discount of:

(i) approximately 48.9% to the closing price of S$0.505 per Unit on the SGX-ST on 19

December 2016, being the last trading day of the Units prior to the announcement of

the Rights Issue (“Closing Price”); and

(ii) approximately 40.3% to the theoretical ex-rights price (“TERP”) of S$0.432 per Unit

which is calculated as follows:

TERP =

Market capitalisation of Sabana REIT based on the Closing Price+ Gross proceeds from the Rights Issue

Units outstanding after the Rights Issue

The Rights Units will be issued pursuant to the general mandate (the “General Mandate”)

that was given by the Unitholders to the Manager for the issue of new Units, pursuant to

an ordinary resolution obtained at an annual general meeting of Unitholders held on 12

April 2016.

4. Benefits of the Acquisitions and the Rights Issue

The Manager believes that the Acquisitions (including the leaseback arrangements) and

the Rights Issue (collectively, the “Transactions”) will provide Unitholders with the

following benefits:

4.1 Good opportunity to acquire three strategically located quality assets in Singapore

The Eunos Ave 7 Property, the Eunos Ave 3 Property and the Changi South Property

(together, the “Properties”) are quality assets in strategic locations with good transport

connectivity. The Eunos Ave 7 Property and the Eunos Ave 3 Property are located in the

Eunos Industrial Estate and are within close proximity to the Paya Lebar MRT station

which serves the East-West Line and the Circle Line, and the Eunos MRT station which

serves the East-West Line.

4

Page 23: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The Changi South Property is located within the Changi South Industrial Estate and is inclose proximity to the Changi Business Park and the Singapore EXPO, Singapore’slargest exhibitions and conventions facility. The Changi South Property is accessible viathe Expo MRT station which serves the East-West Line and will also serve the DowntownLine upon the expected completion of Phase 3 of the Downtown Line in 20171.

Paya Lebar

Airbase

PAYA LEBAR

PIE

BEDOK

Singapore EXPO

Tampines Ave 9

GEYLANG72 Eunos Avenue 7

Tanah Merah

Simei

Tampines

Expo

Bedok

KembanganEunos

Paya Lebar

MacPherson

Kovan

Tai Seng

TAMPINES

Lin

k

HOUGANG

107 Eunos Avenue 3

Tanah Merah

Country Club

47 Changi South Avenue 2

Changi Airport

Singapore’s International

Airport with 4 airport

terminals

Changi Business Park

“CBD of the East” housing MNCs

such as IBD, Honeywell, Huawei, JP

Morgan, Standard Chartered, Singapore

University of Technology and Design

Changi

Airport

Singapore EXPO

Singapore’s largest

exhibitions and conventions

facility

Paya Lebar Square

10-storey premium grade

office tower on top of a 3-

storey retail podium

Pan Island Expressway

Singapore’s longest

expressway connecting Tuas

in the West to Changi Airport

in the East

Paya Lebar Quarter

Proposed mixed use development comprising three Grade

A office towers, a retail mall and three residential towers,

with expected completion by 1H20192

Legend: MRT Stations

Acquisition Properties

Strategically located in Eunos and Changi industrial cluster and well-served by

Singapore’s transport network

4.2 The rental arrangements of the Properties provide stability and downsideprotection

The long-term rental collection arrangement of the Eunos Ave 7 Property and the rentalincome support arrangements of the Eunos Ave 3 Property and the Changi SouthProperty with fixed rental escalation built into their respective lease terms provideUnitholders with a stable and growing income stream.

Upon completion of the acquisition of the Eunos Ave 7 Property, Sabana REIT will leaseapproximately 71% of the Eunos Ave 7 Property’s GFA to Singapore Handicrafts for a

1 Source: https://www.lta.gov.sg/content/ltaweb/en/public-transport/projects/downtown-line/overview.html. TheLand Transport Authority of Singapore (“LTA”) has not provided its consent, for purposes of Section 249 of theSFA (read with Sections 302 and 305B of the SFA), to the inclusion of the information extracted from the relevantreport published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA(both read with Sections 302 and 305B of the SFA). While the Manager has taken reasonable actions to ensurethat the information from the relevant report published by the LTA is reproduced in its proper form and context,and that the information is extracted accurately and fairly from such report, none of the Manager, the Joint LeadManagers and Underwriters or any other party has conducted an independent review of the informationcontained in such report or verified the accuracy of the contents of the relevant information.

2 Source: http://www.lendlease.com/sg/projects/paya-lebar-quarter/?id=215e6ca0-23d7-4310-89eb-120eb927617b.Lendlease Corporation has not provided its consent for purposes of Section 249 of the SFA (read with Sections302 and 305B of the SFA), to the inclusion of the information extracted from the relevant report published byit and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections302 and 305B of the SFA). While the Manager has taken reasonable actions to ensure that the information fromthe relevant report published by Lendlease Corporation is reproduced in its proper form and context, and thatthe information is extracted accurately and fairly from such report, none of the Manager, the Joint LeadManagers and Underwriters or any other party has conducted an independent review of the informationcontained in such report or verified the accuracy of the contents of the relevant information.

5

Page 24: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

term of 10 years. Singapore Handicrafts will indemnify and make good the rental shortfallfor the entire ten-year lease by ensuring a minimum net property rent of approximatelyS$1.7 million per annum (including rent from the direct sub-tenants) payable to SabanaREIT for the Eunos Ave 7 Property for the first three years, subject to an annual step-upof approximately 2.0% for the remaining term of seven years. The rental shortfall will becalculated based on the difference between the actual net property rent collected(including such amounts payable by the direct sub-tenants) in any relevant year and theminimum net property rent for that year set out in the lease agreement.

Upon completion of the acquisition of the Eunos Ave 3 Property, Sabana REIT will leaseapproximately 34% of the Eunos Ave 3 Property’s GFA to General Cars for a term of fiveyears, with an option to renew the lease for an additional three years. General Cars shallprovide rental income support to Sabana REIT for a term of five years from the completiondate, where the amount of rental income support will be the difference between theguaranteed amount of adjusted annual net property income of approximately S$3.1million and the actual net property income received in respect of the Eunos Ave 3 Propertyper annum. Upon completion, Sabana REIT shall deduct an amount of approximatelyS$6.3 million (the “Rental Support Amount”) and goods and services tax (“GST”)payable thereon from the purchase consideration payable to General Cars for thepurpose of providing the rental income support. Any unutilised balance of the RentalSupport Amount and the accrued income thereon after the initial term of five years will bereturned to General Cars.

Upon completion of the acquisition of the Changi South Property, Sabana REIT will leaseapproximately 74% of the Changi South Property’s GFA to Freight Links for a term of 10years. Freight Links shall provide rental income support to Sabana REIT for a term ofthree years from the completion date through a guaranteed net property rent. Theguaranteed net property rent for the first year amounts to approximately S$2.1 million andescalates by approximately 1.0% per annum for the second and third year. For theremaining years, Freight Links will pay fixed rent for its leased area amounting toapproximately S$1.5 million in the fourth year subject to an annual step-up ofapproximately 1.0%.

The Board of Directors of the Manager is of the view that the terms of the Acquisitions,including the rental collection arrangement for the Eunos Ave 7 Property and the rentalincome support arrangement for each of the Eunos Ave 3 Property and the Changi SouthProperty, are on normal commercial terms and are not prejudicial to the interests ofSabana REIT and its minority Unitholders.

(See “Information Relating to the Acquisitions — Principal Terms of the Acquisitions” forfurther information on the lease arrangements post-completion of the Acquisitions.)

4.3 Enhance asset and tenant diversification of Sabana REIT and increase its weightedaverage lease expiry (“WALE”)

The Acquisitions will enhance Sabana REIT’s asset and tenant diversification with theaddition of two general industrial assets (the Eunos Ave 7 Property and the Eunos Ave 3Property) and one warehouse and logistics asset (the Changi South Property).

Sabana REIT’s master lease WALE (by gross revenue) and portfolio WALE (by grossrevenue) as at 30 September 2016, are expected to increase, on a pro forma basis, from2.5 years to 3.1 years and from 2.6 years to 2.8 years respectively, following the renewal

6

Page 25: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

of the three master leases with the Sponsor’s subsidiaries on 17 November 2016, theproposed divestment of 218 Pandan Loop announced on 5 December 2016, theconversion of 39 Ubi Road 1 to a multi-tenanted property and the completion of theAcquisitions.

2.62.8

2.5

3.1(2)

(2)

As at 30 Sep 2016 Pro Forma(As at 30 Sep 2016)

As at 30 Sep 2016 Pro Forma(As at 30 Sep 2016)

Years

Increase in master lease WALE(1) Increase in portfolio WALE(1)

Years

Notes:(1) By gross revenue.(2) Excludes 218 Pandan Loop (proposed divestment announced on 5 December 2016), and includes the

Acquisitions, the effects of the conversion of 39 Ubi Road 1 to a multi-tenanted property, and the renewalof three Sponsor master leases on 17 November 2016.

High-tech Industrial (54.8%)

Warehouse & Logistics (23.5%)

General Industrial (14.7%)

Chem. Warehouse & Log. (7.0%)

High-tech Industrial (58.9%)

Warehouse & Logistics (23.0%)

General Industrial (10.7%)

Chem. Warehouse & Log. (7.4%)

Pre-AcquisitionsQ3 2016 revenues: S$23m

Post-Acquisitions Pro Forma Q3 2016 revenues: S$25m (1)

Increase diversification of sub-segment contribution

Note:(1) Excludes 218 Pandan Loop (proposed divestment announced on 5 December 2016), and includes the

Acquisitions, the effects of the conversion of 39 Ubi Road 1 to a multi-tenanted property, and the renewalof three Sponsor master leases on 17 November 2016.

4.4 Increase Sabana REIT’s portfolio size, strengthen its balance sheet and increase itsfinancial flexibility

The Acquisitions will increase the size of Sabana REIT’s asset portfolio by approximately7.3% from S$1,060.3 million1 to S$1,137.8 million2 and create a stronger platform forSabana REIT to pursue further growth and attract more investor interest in Sabana REIT.

1 Based on the value of the Deposited Property as at 30 September 2016. “Deposited Property” means all the

assets of Sabana REIT, including all the properties and all the authorised investments of Sabana REIT for the

time being held or deemed to be held upon the trusts of the Trust Deed.2 Based on the value of the Deposited Property as at 30 September 2016 and the valuations of the Properties.

7

Page 26: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Following the completion of the Transactions, the Aggregate Leverage1 of Sabana REIT

as at 30 September 2016 is expected to be reduced from approximately 41.5% to

approximately 39.2% on a pro forma basis. The reduction in Aggregate Leverage will also

provide a buffer for a future decline in portfolio valuation, in view of the Aggregate

Leverage limit of 45.0% under the Property Funds Appendix.

The increase in portfolio size and reduction in Aggregate Leverage will provide Sabana

REIT with greater financial flexibility and access to more funding options, thus enhancing

Sabana REIT’s ability to pursue future growth opportunities via accretive acquisitions

and/or asset enhancement initiatives in an efficient manner.

The Manager intends to utilise the proceeds from the Rights Issue primarily to fund the

Acquisitions, thus mitigating the impact of DPU dilution from the Rights Issue.

41.539.21,060.3

1,137.8+7.3%

S$m %

-2.3%

Pre-Transactions(as at 30 Sep 2016)

Pro Forma(as at 30 Sep 2016)

Asset value will increase by

approximately 7.3% post-Transactions

Pre-Transactions(as at 30 Sep 2016)

Pro Forma(as at 30 Sep 2016)

Pro forma Aggregate Leverage will

reduce by approximately 2.3% to 39.2%

4.5 The Rights Issue will provide opportunities for existing Eligible Unitholders to

participate in an equity fund raising exercise

The Rights Issue provides Eligible Unitholders with the opportunity to subscribe for their

pro rata entitlement to the Rights Units at an attractive price which is at a discount of (i)

approximately 48.9% to the Closing Price of S$0.505 per Unit and (ii) approximately

40.3% to TERP of S$0.432 per Unit.

Eligible Unitholders who do not wish to subscribe for the Rights Units may choose to sell

their Rights Entitlements during the Rights Entitlements trading period to realise the value

of their Rights Entitlements. In addition, Eligible Unitholders are entitled to apply for

Excess Rights Units.

4.6 The Rights Issue may improve Sabana REIT’s trading liquidity

The Rights Issue will increase the number of Units in issue by 310,712,244 Units (or

42.0%) from 739,791,059 Units to 1,050,503,303 Units. The increase in the total number

of Units in issue pursuant to the Rights Issue may improve the trading liquidity of the Units

after the Rights Issue.

1 “Aggregate Leverage” is the ratio of the value of total borrowings and deferred payments (if any) to the value

of the Deposited Property.

8

Page 27: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

5. Use of Proceeds

For each dollar of the gross proceeds of approximately S$80.2 million that will be raised

from the Rights Issue, the Manager intends to allocate the proceeds from the Rights Issue

in the following manner:

(i) approximately 95.8 cents (equivalent to approximately S$76.8 million) will be used

to partially finance the Acquisitions and related costs; and

(ii) approximately 4.2 cents (equivalent to approximately S$3.4 million) will be used to

pay for the total costs and expenses relating to the Rights Issue.

Notwithstanding its current intention, should any of the Acquisitions not complete, the

Manager may, subject to relevant laws and regulations, use the gross proceeds from the

Rights Issue at its absolute discretion for other purposes, including funding other

acquisitions and/or the repayment of Sabana REIT’s existing or future borrowings.

Pending deployment of the net proceeds from the Rights Issue, the net proceeds may,

subject to relevant laws and regulations, be deposited with banks and/or financial

institutions, or used for repayment of short-term borrowings or used for any other purpose

on a short-term as the Manager may, in its absolute discretion, deem fit.

The Manager will make periodic announcements on the utilisation of the proceeds of the

Rights Issue via SGXNET as and when such funds are materially utilised. The Manager

will provide a status report on the use of proceeds from the Rights Issue in the annual

reports of Sabana REIT. Where there is any material deviation from the stated use of

proceeds, the Manager will announce the reasons for such deviations.

(See the section entitled “Use of Proceeds” for further details.)

6. Commitment of the Sponsor, Mr. Khua Hock Su and Mr. Khua Kian Keong

To demonstrate support for Sabana REIT and the Rights Issue, each of the Sponsor, the

Manager, Singapore Enterprises Private Limited (“Singapore Enterprises”), Mr. Khua

Hock Su and Mr. Khua Kian Keong will subscribe in full for their provisional allotment of

the Rights Units, which in aggregate represents approximately 12.13% of the Rights

Issue. In addition, the Sponsor will subscribe for additional Excess Rights Units

representing up to approximately 8.35% of the Rights Issue to the extent that they remain

unsubscribed after satisfaction of all applications (if any) for Excess Rights Units (the

“Additional Rights Units”) by way of placing an excess application for approximately

8.35% of the Rights Issue.

The Manager is an indirect subsidiary of the Sponsor and Singapore Enterprises is a

wholly-owned subsidiary of the Sponsor. Mr. Khua Hock Su and Mr. Khua Kian Keong are

controlling shareholders of the Sponsor. Vibrant Capital Pte. Ltd. (“Vibrant Capital”) is

deemed to be interested in the Units held by the Sponsor, the Manager and Singapore

Enterprises (collectively, the “Sponsor Entities”). Mr. Khua Hock Su and Mr. Khua Kian

Keong are deemed to be interested in the Units which Vibrant Capital, the Sponsor, the

Manager and Singapore Enterprises are interested in.

9

Page 28: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

6.1 Sponsor Undertaking

The Sponsor, which directly and through the Manager and Singapore Enterprises, has anaggregate interest in 75,534,692 Units (the “Sponsor Units”) representing approximately10.21% of the issued Units as at the Latest Practicable Date, had on 20 December 2016,provided an irrevocable undertaking (the “Sponsor Undertaking”) to each of (a) theManager and (b) the Joint Lead Managers and Underwriters that:

(i) as at the Rights Issue Books Closure Date, the Sponsor, the Manager and SingaporeEnterprises will together have an interest (either actual or deemed) in not less thanthe number of the Sponsor Units credited to their securities accounts with CDPand/or depository agents (as the case may be);

(ii) in accordance with the terms and conditions of the Rights Issue and in any case notlater than the last day for acceptance and payment of the Rights Units (“ClosingDate”), the Sponsor will accept, and will procure that the Manager and SingaporeEnterprises accept, subscribe and pay in full for, the Sponsor Entities’ respectiveprovisional allotment of Rights Units (the “Sponsor Entities’ Pro Rata Allocation”);

(iii) it will subscribe for an additional amount of up to 25,942,139 Additional Rights Unitsby way of making an application and paying in full for 25,942,139 Additional RightsUnits in accordance with the terms and conditions of the Rights Issue and in anycase not later than the Closing Date;

(iv) it will not, and will procure the Manager and Singapore Enterprises not to, on orbefore the Closing Date, sell, transfer or otherwise dispose of the Units (or anyinterest therein) held by it as at 20 December 2016;

(v) save for the Sponsor Entities’ Pro Rata Allocation and the Sponsor’s subscription forthe Additional Rights Units, it will not, and will procure the Manager and SingaporeEnterprises not to, directly or indirectly, acquire any further interest in any RightsUnits (including excess Rights Units) (whether such Units are held by anySubscribing Entity or are Units that any Subscribing Entity will be deemed interestedin pursuant to the SFA) in Sabana REIT pursuant to the Rights Issue;

(vi) without prejudice to the generality of paragraph (v) above:

(a) except for the Additional Rights Units, it will not apply for any Excess RightsUnits;

(b) it will procure that save for the Rights Units to be subscribed for by the Managerand Singapore Enterprises in the Sponsor Undertaking:

(I) corporations in which it has a controlling interest;

(II) corporations which are (or its directors are) accustomed or under anobligation, whether formal or informal, to act in accordance with theSponsor’s directions, instructions or wishes; or

(III) corporations which the Sponsor and/or its associates (as defined in theSFA) are entitled to exercise or control the exercise of not less than 20%of the votes attached to the voting shares in the corporation, do notsubscribe for any Rights Units and/or apply for any Excess Rights Units;and

10

Page 29: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(vii) unless required by applicable law or regulations or by an order of a court of

competent jurisdiction, the Sponsor will not, and will procure that the Manager (in its

personal capacity and not as manager of Sabana REIT) and Singapore Enterprises

not to, make any public statement or announcement regarding the Rights Issue, or

circulate the Sponsor Undertaking or make any disclosure in connection therewith to

any person (other than disclosure on a need-to-know basis to its directors, officers

and advisers) without first obtaining the prior written consent of the Manager and the

Joint Lead Managers and Underwriters (such consent not to be unreasonably

withheld).

6.2 Khua Individual Undertakings

Mr. Khua Hock Su has a direct interest in 1,229,000 Units (“KHS Units”) and Mr. Khua

Kian Keong has a direct interest in 12,988,000 Units (“KKK Units”), representing

respectively approximately 0.17% and 1.76% of the issued Units as at the Latest

Practicable Date. Each of them had on 20 December 2016 separately provided an

irrevocable undertaking (collectively, the “Khua Individual Undertakings”) to each of (a)

the Manager and (b) the Joint Lead Managers and Underwriters that:

(i) as at the Rights Issue Books Closure Date, he will have an interest (either actual or

deemed) in not less than the number of the KHS Units or KKK Units, as the case may

be, credited to his securities accounts with the CDP and/or depository agents, as the

case may be;

(ii) in accordance with the terms and conditions of the Rights Issue and in any case not

later than the Closing Date, he will accept, subscribe and pay in full for, his

provisional allotment of Rights Units (“Pro Rata Allocation”);

(iii) he will not, on or before the Closing Date, sell, transfer or otherwise dispose of the

Units (or any interest therein) held by him or them as at 20 December 2016;

(iv) save for his Pro Rata Allocation, he will not, directly or indirectly, acquire any further

interest in any Rights Units (including Excess Rights Units) (whether such Units areto be held by him or are Units that he will be deemed interested in pursuant to theSFA) such that he acquires a controlling interest (as such term is construed underthe Listing Manual) in Sabana REIT pursuant to the Rights Issue;

(v) without prejudice to the generality of paragraph (iv) above:

(a) he will not apply for any Excess Rights Units;

(b) he will procure that save for the Rights Units to be subscribed for by theSponsor Entities and the Excess Rights Units to be applied and/or subscribedfor by the Sponsor, in each case pursuant to the Sponsor Undertaking:

(I) corporations in which he has a controlling interest;

(II) corporations which are (or its directors are) accustomed or under anobligation, whether formal or informal, to act in accordance with hisdirections, instructions or wishes; or

11

Page 30: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(III) corporations which he is and/or his associates (as defined in the SFA) are

entitled to exercise or control the exercise of not less than 20% of the

votes attached to the voting shares in the corporation,

do not subscribe for any Rights Units and/or apply for any Excess Rights Units;

and

(vi) unless required by applicable law or regulations or by an order of a court of

competent jurisdiction, he will not make any public statement or announcement

regarding the Rights Issue, or circulate the undertaking or make any disclosure in

connection therewith to any person without first obtaining the prior written consent

of the Manager and the Joint Lead Managers and Underwriters (such consent not to

be unreasonably withheld).

Consequentially, the aggregate interest of each of the Sponsor, Mr. Khua Hock Su and Mr.

Khua Kian Keong respectively shall not exceed 15% of the total number of Units in issue

upon the completion of the Rights Issue.

7. Underwriting of the Rights Issue

The Rights Issue (less the number of Rights Units (including Excess Rights Units)

required to be subscribed and/or applied for pursuant to (i) the Sponsor Undertaking and

(ii) the Khua Individual Undertakings) is underwritten by the Joint Lead Managers and

Underwriters severally in the proportion of approximately 33.3% each (being 82,358,132

Rights Units for each of The Hongkong and Shanghai Banking Corporation Limited,

Singapore Branch and Maybank Kim Eng Securities Pte. Ltd., and 82,358,131 Rights

Units for United Overseas Bank Limited) on the terms and subject to the conditions of the

Management and Underwriting Agreement.

The Joint Lead Managers and Underwriters will be entitled to an underwriting commission

of 3.6% of the Issue Price multiplied by the total number of Rights Units (less the number

of Rights Units and Excess Rights Units undertaken to be subscribed and/or applied for

by (i) the Sponsor Entities pursuant to the Sponsor Undertaking and (ii) Mr. Khua Hock

Su and Mr. Khua Kian Keong pursuant to the Khua Individual Undertakings).

It should be noted that the Management and Underwriting Agreement may be terminated

upon the occurrence of certain events, including those of a force majeure nature, but the

Joint Lead Managers and Underwriters will not be entitled to rely on force majeure to

terminate the Management and Underwriting Agreement on or after the date on which

ex-rights trading commenced (being 27 December 2016) without consulting the SGX-ST,

in compliance with Rule 818 of the Listing Manual.

8. Status of the Rights Issue

Sabana REIT’s current policy is to distribute its distributable income to Unitholders on a

quarterly basis. The Rights Units will, upon allotment and issue, rank pari passu in all

respects with the existing Units in issue as at the date of issue of the Rights Units,

including the right to any distributions which may accrue for the period from 1 October

2016 to 31 December 2016 as well as all distributions thereafter.

12

Page 31: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Eligible Unitholders who validly accept, in full, their provisional allotments of Rights Units

in accordance with the terms of this Offer Information Statement, will receive such amount

of the accrued distributions for the period from 1 October 2016 to 31 December 2016

which they would have been entitled to had the Rights Issue not occurred. Eligible

Unitholders who decide not to accept in full their provisional allotments of Rights Units

can, where applicable, make arrangements to trade their Rights Entitlements on the

SGX-ST under the book-entry (scripless) settlement system.

For Ineligible Unitholders, the Manager may, at its absolute discretion and if it is

practicable to do so, arrange for the Rights Entitlements which would otherwise have

been provisionally allotted to Ineligible Unitholders to be sold “nil-paid” on the SGX-ST as

soon as practicable after dealings in the Rights Entitlements commence. Such sales may,

however, only be effected if the Manager, in its absolute discretion, determines that the

proceeds from such sales can at least cover the expenses to be incurred in relation

thereto. There is no guarantee that such sales will be successful, and even if successful,

the proceeds of any such sale may not be sufficient to compensate the Ineligible

Unitholder fully for the dilution of his Unitholding as a result of the Rights Issue. (See the

section entitled “Eligibility of Unitholders to Participate in the Rights Issue — Ineligible

Unitholders”.)

13

Page 32: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

PRINCIPAL TERMS OF THE RIGHTS ISSUE

The following principal terms and conditions of the Rights Issue are derived from, and shouldbe read in conjunction with, the full text of this Offer Information Statement, and are qualifiedin their entirety by reference to information appearing elsewhere in this Offer InformationStatement.

Issue Size : 310,712,244 Rights Units.

The Rights Issue is expected to raise gross proceeds ofapproximately S$80.2 million and net proceeds of approximatelyS$76.8 million.

Basis of ProvisionalAllotments

: Each Eligible Unitholder is entitled to subscribe for 42 RightsUnits for every 100 existing Units standing to the credit of hisSecurities Account with CDP as at the Rights Issue BooksClosure Date, fractional entitlements to be disregarded.

Issue Price : S$0.258 per Rights Unit.

The Rights Units are payable in full upon acceptance and/orapplication.

Administrative Fee : An administrative fee will be incurred by applicants for eachElectronic Application made through the ATMs of theParticipating Banks.

Status of RightsUnits

: The Rights Units will, upon allotment and issue, rank pari passuin all respects with the existing Units in issue as at the date ofissue of the Rights Units, including the right to any distributionswhich may accrue for the period from 1 October 2016 to 31December 2016 as well as all distributions thereafter.

Eligible Unitholders who decide not to accept in full their RightsEntitlements can, where applicable, make arrangements to tradethem on the SGX-ST under the book-entry (scripless) settlementsystem. The Manager may also, at its absolute discretion, makearrangements for the Rights Entitlements which would otherwisehave been allotted to Ineligible Unitholders to be sold “nil-paid”on the SGX-ST under the book-entry (scripless) settlementsystem.

Such sales may, however, only be effected if the Manager, in itsabsolute discretion, determines that the proceeds from suchsales can at least cover the expenses to be incurred in relationthereto.

Eligible Unitholders : Eligible Unitholders are Unitholders with Units standing to thecredit of their Securities Account and whose registeredaddresses with CDP are in Singapore as at the Rights IssueBooks Closure Date or who have, at least three (3) Market Daysprior to the Rights Issue Books Closure Date, provided CDP withaddresses in Singapore for the service of notices anddocuments, but exclude, subject to certain exceptions,Unitholders who are otherwise located, resident or with aregistered address in any jurisdiction in which the offering of theRights Entitlements and Rights Units may not be lawfully made.

14

Page 33: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Eligibility toparticipate in theRights Issue

: Eligible Unitholders are at liberty to accept in part or in full,decline or otherwise renounce or trade (during the RightsEntitlements trading period prescribed by the SGX-ST) theirRights Entitlements and are eligible to apply for Excess RightsUnits.

See the section entitled “Eligibility of Unitholders to Participatein the Rights Issue” for further details.

Rights Entitlementsof EligibleUnitholders

: Eligible Unitholders will receive their Rights Entitlements and areat liberty to accept in part or in full, decline, renounce or trade onthe SGX-ST (during the Rights Entitlements trading periodprescribed by the SGX-ST) their Rights Entitlements and areeligible to apply for the Excess Rights Units on 4 January 2017from 9.00 a.m. up to the Closing Date as set out in the sectionentitled “Timetable of Key Events”.

Eligible Unitholders who wish to renounce their RightsEntitlements in favour of a third party should note that CDPrequires three Market Days to effect such renunciation. As such,Eligible Unitholders who wish to renounce are advised to do soearly to allow sufficient time for the renouncee to accept hisRights Entitlements and make payment for the Rights Units.

Each Eligible Unitholder may, among other things, choose to:

(i) accept all or a portion of his Rights Entitlements;

(ii) renounce all or a portion of Rights Entitlements in favour ofa third party; and/or

(iii) trade all or a portion of his Rights Entitlements.

In addition, each Eligible Unitholder may also apply for ExcessRights Units.

The procedures for acceptance, payment, renunciation andapplication for Rights Units and/or Excess Rights Units byEligible Unitholders are set out in Appendix B — Proceduresfor Acceptance, Payment, Renunciation and Application forRights Units and/or Excess Rights Units by EligibleUnitholders and in Appendix C — Additional Terms andConditions for Electronic Applications.

IneligibleUnitholders

: No provisional allotments of Rights Units will be made toIneligible Unitholders and no purported acceptance thereof orapplication for Excess Rights Units thereof by IneligibleUnitholders will be valid.

Ineligible Unitholders should refer to the section entitled“Eligibility of Unitholders to Participate in the Rights Issue —Ineligible Unitholders”.

15

Page 34: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Trading of theRights Units /Rights Entitlements

: Eligible Unitholders who wish to trade all or part of their RightsEntitlements on the SGX-ST can do so for the periodcommencing on 4 January 2017 from 9.00 a.m., being the dateand time of commencement of the Rights Entitlements trading,and ending on 12 January 2017 at 5.00 p.m., being the last dateand time of the Rights Entitlements trading.

The Rights Units and the Rights Entitlements will be traded onthe Main Board of the SGX-ST under the book-entry (scripless)settlement system. For the purposes of trading on the MainBoard of the SGX-ST, each board lot of Units and RightsEntitlements will comprise 100 Units or Rights Entitlements (asthe case may be). All dealings in and transactions (includingtransfers) of the Rights Units effected through the SGX-STand/or CDP shall be made in accordance with the “Terms andConditions for Operation of Securities Accounts with CDP”, asthe same may be amended from time to time, copies of which areavailable from CDP.

Manner of Refund : When any acceptance of Rights Entitlements and/or ExcessRights Units application is invalid or unsuccessful, the amountpaid on acceptance and/or application will be returned orrefunded to such applicants without interest or any share ofrevenue or other benefit arising therefrom within three businessdays after commencement of trading of the Rights Units asfollows:

(i) where the acceptance and/or application had been madethrough CDP, by means of a crossed cheque drawn on abank in Singapore and sent by ordinary post at their ownrisk to their mailing addresses maintained with CDP or insuch other manner as they may have agreed with CDP forthe payment of any cash distribution; and

(ii) where the acceptance and/or application had been madethrough Electronic Applications, by crediting their bankaccounts with the relevant Participating Banks at their ownrisk, the receipt by such bank being a good discharge of theManager’s and CDP’s obligations.

Trading of Odd Lotsof Units

: Eligible Unitholders who hold odd lots of Units (that is, lots otherthan board lots of 100 Units) and who wish to trade in odd lotsare able to trade odd lots of Units on the SGX-ST’s Unit ShareMarket1.

1 “Unit Share Market” refers to the ready market of the SGX-ST for trading of odd lots of Units with a minimumsize of one Unit.

16

Page 35: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Underwriting : The Rights Issue (less the number of Rights Units (includingExcess Rights Units) required to be subscribed and/or appliedfor by (i) the Sponsor Entities pursuant to the SponsorUndertaking and (ii) Mr. Khua Hock Su and Mr. Khua Kian Keongpursuant to the Khua Individual Undertakings) is underwritten bythe Joint Lead Managers and Underwriters on the terms andsubject to the conditions of the Management and UnderwritingAgreement.

Listing of theRights Units

: Approval in-principle has been obtained from the SGX-ST on 19December 2016 for the listing and quotation of, inter alia, theRights Units on the Main Board of the SGX-ST subject to certainconditions being fulfilled.

The approval in-principle of the SGX-ST is not to be taken as anindication of the merits of the Rights Issue, the Rights Units, theUnits, the Manager, Sabana REIT and/or its subsidiaries.

Unitholders who areCPFIS investors,SRS investors orwho hold Unitsthrough a financecompany and/orDepository Agent

: CPFIS investors, SRS investors and investors who holdUnits through a finance company and/or Depository Agentshould see the section entitled “Important Notice to (A)CPFIS investors, (B) SRS Investors and (C) Investors whohold Units through a Finance Company and/or DepositoryAgent” for important details.

Governing Law : Laws of the Republic of Singapore.

AS THE RIGHTS ISSUE IS MADE ON A RENOUNCEABLE BASIS, THE RIGHTSENTITLEMENTS CAN BE RENOUNCED IN FAVOUR OF A THIRD PARTY OR TRADED ONTHE SGX-ST DURING THE RIGHTS ENTITLEMENTS TRADING PERIOD.

17

Page 36: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

TIMETABLE OF KEY EVENTS

The timetable below sets out certain important dates and times for the Rights Issue. All datesand times referred to below are to Singapore date and time.

Event Date and Time

Last day of “cum-rights” trading for the RightsIssue

: 23 December 2016

First day of “ex-rights” trading for the RightsIssue

: 27 December 2016 from 9.00 am

Rights Issue Books Closure Date : 29 December 2016 at 5.00 p.m.

Despatch of this Offer Information Statement(together with the application forms) to EligibleUnitholders

: 4 January 2017

Commencement of trading of Rights Entitlements : 4 January 2017 from 9.00 a.m.

Last date and time for splitting RightsEntitlements

: 12 January 2017 at 5.00 p.m.

Last date and time for trading of RightsEntitlements

: 12 January 2017 at 5.00 p.m.

Closing Date:

Last date and time for acceptance of theRights Entitlements and payment for RightsUnits(1)

: 18 January 2017 at 5.00 p.m.(2)

(9.30 p.m. for Electronic Applicationsthrough ATMs of Participating Banks)

Last date and time for application andpayment for Excess Rights Units(1)

: 18 January 2017 at 5.00 p.m.(2)

(9.30 p.m. for Electronic Applicationsthrough ATMs of Participating Banks)

Last date and time for acceptance of andpayment by renouncees(1)

: 18 January 2017 at 5.00 p.m.(3)

Expected date of the issuance of the RightsUnits

: 25 January 2017

Expected date for crediting of Rights Units : 26 January 2017

Expected date for refund of unsuccessfulapplications (if made through CDP)

: 26 January 2017

Expected date for commencement of trading ofRights Units on the SGX-ST

: 26 January 2017 from 9.00 a.m.

Notes:

(1) This does not apply to CPFIS investors, SRS investors and investors who hold Units through a finance companyand/or Depository Agent. CPFIS investors, SRS investors and investors who hold Units through a financecompany and/or Depository Agent should see the section entitled “Important Notice to (A) CPFIS Investors, (B)SRS Investors and (C) Investors who hold Units through a Finance Company and/or Depository Agent”. Anyapplication made by these investors directly through CDP, ATMs of Participating Banks, the UnitRegistrar and/or the Manager will be rejected. Such investors, where applicable, will receive notificationletter(s) from their respective approved bank, finance company and/or Depository Agent and should refer tosuch notification letter(s) for details of the last date and time to submit applications to their respective agentbank, approved bank, finance company and/or Depository Agent.

(2) If acceptances of the Rights Entitlements and (if applicable) applications for Excess Rights Units, as the casemay be, are made through CDP in accordance with the ARE and the ARS.

(3) Eligible Unitholders who wish to renounce their Rights Entitlements in favour of a third party should note thatCDP requires at least three (3) Market Days to effect such renunciation. As such, Eligible Unitholders who wishto renounce their Rights Entitlements are advised to do so early to allow sufficient time for the renouncee toaccept his Rights Entitlements and make payment for Rights Units.

18

Page 37: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The above timetable is indicative only and subject to change. As at the date of this OfferInformation Statement, the Manager does not expect the above timetable to be modified.However, the Manager may, with the approval of the SGX-ST and in consultation with the JointLead Managers and Underwriters, modify the above timetable subject to any limitation underany applicable laws. In such an event, the Manager will publicly announce any change to theabove timetable through an SGXNET announcement to be posted on the SGX-ST’s website athttp://www.sgx.com.

RESULTS OF THE ALLOTMENT

The Manager will announce the results of the Rights Issue through an SGXNET announcementto be posted on the SGX-ST website at http://www.sgx.com.

CREDITING OF RIGHTS ENTITLEMENTS AND RIGHTS UNITS

Based on the above timetable, the Rights Entitlements will be provisionally allotted to EligibleUnitholders on or about 4 January 2017 by crediting the Rights Entitlements to the EligibleUnitholders’ Securities Accounts.

In the case of Eligible Unitholders and purchasers of the Rights Entitlements with validacceptances and (where applicable) successful applications for Excess Rights Units, theRights Units will be credited on or about 26 January 2017 and a notification letter representingsuch number of Rights Units will be sent by CDP within 10 Market Days after the Closing Date.

(Please refer to Appendix B — Procedures for Acceptance, Payment, Renunciation andApplication for Rights Units and/or Excess Rights Units by Eligible Unitholders forfurther details.)

19

Page 38: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

OVERVIEW OF SABANA REIT

BACKGROUND OF SABANA REIT

Sabana REIT

Sabana REIT is the first Shari’ah compliant industrial REIT listed on the Main Board of theSGX-ST. Sabana REIT was established with the principal investment strategy of investing inincome-producing real estate used for industrial purposes, as well as real estate-relatedassets, in line with Shari’ah investment principles.

The Manager

Sabana Real Estate Investment Management Pte. Ltd. is the manager of Sabana REIT and itis wholly-owned by SIP, of which the shareholders are the Sponsor, Blackwood and AACP. TheManager is a subsidiary of the Sponsor.

Existing Portfolio

As at the Latest Practicable Date, the Existing Portfolio comprised 21 industrial properties inSingapore as set out in the table below:

High-Tech IndustrialChemical Warehouse

& LogisticsWarehouse &

LogisticsGeneral Industrial

• 151 Lorong Chuan

• 8 CommonwealthLane

• 9 Tai Seng Drive

• 15 Jalan Kilang Barat

• 1 Tuas Avenue 4

• 23 Serangoon NorthAvenue 5

• 508 Chai Chee Lane

• 33 & 35 PenjuruLane

• 18 Gul Drive

• 34 Penjuru Lane

• 51 Penjuru Road

• 26 Loyang Drive

• 218 Pandan Loop(1)

• 3A Joo Koon Circle

• 2 Toh Tuck Link

• 10 Changi SouthStreet 2

• 123 Genting Lane

• 30 & 32 TuasAvenue 8

• 39 Ubi Road 1

• 21 Joo KoonCrescent

• 6 Woodlands Loop

Note:

(1) The Manager announced the proposed divestment of 218 Pandan Loop on 5 December 2016. The divestment

is conditional upon the receipt of approvals from the relevant authorities and it is expected to be completed by

the end of the first quarter of 2017.

The Existing Portfolio had a total NLA of approximately 3,605,294 sq ft and a total portfoliooccupancy rate of approximately 89.2% (by NLA) as at 30 September 2016.

20

Page 39: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

GENERAL DEVELOPMENT OF SABANA REIT

The general development of the business of Sabana REIT from 1 January 2013 (the beginningof the period comprising the three most recent completed financial years) to 23 December2016 (being the Latest Practicable Date) is set out below. Save as disclosed below, to the bestof the Manager’s knowledge and belief, there have been no material changes in the affairs ofSabana REIT since the release of Sabana REIT’s financial results for the nine months ended30 September 2016.

Date Significant Developments

17 April 2013 : The Manager announced that Sabana Sukuk Pte. Ltd., awholly-owned subsidiary of Sabana REIT, established a S$500.0million Multicurrency Islamic Trust Certificates IssuanceProgramme (the “Multicurrency Trust Certificates Programme”).Sabana Sukuk Pte. Ltd. appointed CIMB Bank Berhad to act as thearranger and dealer of the Multicurrency Trust CertificatesProgramme.

22 August 2013 : Standard & Poor’s assigned an issuer rating of “BBB-” long-termcorporate credit rating with a stable outlook to Sabana REIT.

24 September 2013 : The Manager announced that it launched a private placement of40,000,000 new Units on 13 September 2013 to institutionalinvestors and other investors at an issue price of S$1.00 per newUnit to raise gross proceeds of S$40.0 million (the “2013 PrivatePlacement”), bringing the then total number of Units in issue to689,704,185 Units.

26 September 2013 : The Manager announced the completion of the acquisition of 508Chai Chee Lane, Singapore 469032 for a purchase considerationof S$59.5 million and the utilisation of the gross proceeds raisedfrom the 2013 Private Placement for the aforesaid acquisition.

12 November 2013 : The Manager announced that the Trustee had entered into a newfinancing arrangement with The Hongkong and Shanghai BankingCorporation Limited (“HSBC”) (as facility agent), HSBC AmanahMalaysia Berhad (“HSBC Amanah”) (as commodity agent) andHSBC, Malayan Banking Berhad, Singapore Branch (“Maybank”)and United Overseas Bank Limited (“UOB”) (as participants) for anew three-year revolving Commodity Murabaha facility of up toS$48.0 million (“Revolving CMF D”).

19 March 2014 : The Manager announced that Sabana Sukuk Pte. Ltd. had issuedS$90.0 million in principal amount of 4.00% Fixed PeriodicDistribution Trust Certificates due 2018 pursuant to theMulticurrency Trust Certificates Programme (“Multicurrency TrustCertificates 1”).

11 June 2014 : Standard & Poor’s assigned an issuer rating of “BBB-” long-termcorporate credit rating with a stable outlook to Sabana REIT.

3 October 2014 : The Manager announced that Sabana Sukuk Pte. Ltd. has issuedS$100.0 million in principal amount of 4.25% Fixed PeriodicDistribution Trust Certificates due 2019 pursuant to theMulticurrency Trust Certificates Programme (“Multicurrency TrustCertificates 2”).

21

Page 40: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Date Significant Developments

13 November 2014 : The Manager announced that Sabana REIT had entered into afive-year master lease for 3A Joo Koon Circle, Singapore 629033and renewed the master lease of 6 Woodlands Loop, Singapore738346 for another three years.

25 November 2014 : The Manager announced that the Trustee had entered into a newfinancing arrangement with HSBC (as facility agent), HSBCAmanah (as commodity agent) and HSBC, HSBC Amanah,Maybank and UOB (as participants), for new Commodity Murabahafacilities of up to S$243.0 million, comprising:

(i) a two-year term Commodity Murabaha facility of up to S$90.0million (“Term CMF B”) and a five-year Commodity Murabahafacility of up to S$30.0 million (“Term CMF C”); and

(ii) the rolling over of the existing five-year term CommodityMurabaha facility of up to S$75.0 million (“Term CMF F”) andthe existing Revolving CMF D of up to S$48.0 million.

15 December 2014 : The Manager announced the completion of the acquisition of 10Changi South Street 2, Singapore 486596 for a purchaseconsideration of S$50.0 million and the issuance of 23,464,386Units to the vendor as part satisfaction of the purchaseconsideration for the acquisition.

4 June 2015 : Standard & Poor’s assigned an issuer rating of ‘BBB-’ long-termcorporate rating to Sabana REIT and revised its outlook to negativeon subdued industry conditions.

25 August 2015 : The Manager announced that holders of S$29.75 million inaggregate principal amount of Convertible Sukuk (as definedherein) had exercised their put option pursuant to Condition 12(g)of the terms and conditions of the Convertible Sukuk. The Trusteewas therefore required to redeem their Convertible Sukuk on 24September 2015 (the “Put Option Date”) at the applicable principalamount outstanding together with any accrued and unpaid profit tothe Put Option Date.

4 September 2015 : The Manager announced that the Trustee had entered into a newfinancing arrangement with CIMB Bank Berhad, Singapore Branch(“CIMB Bank”) for a three-year term revolving Murabahah facility ofup to S$50.0 million (“Revolving Murabahah Facility”).

24 November 2015 : The Manager announced that the Trustee had entered into threemaster leases with subsidiaries of the Sponsor in relation to 51Penjuru Road, Singapore 609143, 33 & 35 Penjuru Lane,Singapore 609200/609202, and 18 Gul Drive, Singapore 629468.The lease term for each of the three master leases is for one year,with an option to renew for another year.

26 November 2015 : The Manager announced that out of the 11 properties where masterleases expired in 2015, master leases in respect of six propertieshad been signed, three properties were converted intomulti-tenanted buildings, one property was being divested, and oneproperty was temporarily vacant.

22

Page 41: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Date Significant Developments

14 March 2016 : The Manager announced the completion of the sale of 200 PandanLoop, Singapore 128388 for S$38.0 million. The sale considerationis higher than the latest appraised value of S$36.8 million,performed by the independent valuer Knight Frank Pte Ltd as at 23November 2015.

30 March 2016 : The Manager announced the completion of the sale of 3 KallangWay 2A, Fong Tat Building, Singapore 347493 for S$16.6 million.The sale consideration is higher than the desktop valuation ofS$16.2 million performed by the independent valuer Knight FrankPte Ltd as at 26 October 2015.

23 June 2016 : Standard & Poor’s assigned issuer rating of “BB+” long-termcorporate rating with stable outlook in respect of Sabana REIT.

24 June 2016 : The Manager clarified that it had already notified Standard & Poor’sthat it no longer required Standard & Poor’s to provide any furthercredit rating on Sabana REIT before Standard & Poor’s assigned acredit rating of “BB+” with a stable outlook on 23 June 2016, andthat it was not the case that Sabana REIT requested a withdrawalof the credit rating only after Standard & Poor’s lowered its creditrating. Prior to Standard & Poor’s lowering the credit rating, theManager had already decided that it would be in the interest ofSabana REIT not to continue with any further credit rating onSabana REIT as this would avoid incurring unnecessary costsfollowing the recent amendment to the Property Funds Appendixwhich now allows REITs to adopt a single-tier leverage limit of45.0% without the requirement for a credit rating.

25 August 2016 : The Manager announced that the Trustee had entered into a newfinancing arrangement with HSBC (as facility agent), HSBCAmanah (as commodity agent) and HSBC Amanah, Maybank andUOB (as participants), for new Commodity Murabaha facilities ofup to S$108.0 million comprising:

(i) a 3.5-year Commodity Murabaha facility of up to S$90.0million to re-finance the Term CMF B (“New Term CMF B”);and

(ii) a 3.5-year revolving Commodity Murabaha facility of up toS$18.0 million to re-finance and replace the Revolving CMF D(“New Revolving CMF D”).

(The Term CMF C, Term CMF F, New Term CMF B and NewRevolving CMF D, are collectively referred to as the “CommodityMurabaha Facilities”.)

17 November 2016 : The Manager announced that the Trustee had entered into threemaster leases for a one year term with each of the master lesseesin respect of 51 Penjuru Road, 33 & 35 Penjuru Lane and 18 GulDrive, following an exercise of the option to renew in accordancewith the relevant terms of the master leases. The lease term foreach of the three master leases commenced on 26 November 2016and will expire on 25 November 2017, with four successive optionsto renew for a one year term each. The aggregate rental for thethree master leases, which are on triple-net basis, amounts toapproximately S$10.1 million.

23

Page 42: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Date Significant Developments

5 December 2016 : The Manager announced the proposed divestment of 218 PandanLoop for a sale consideration of S$14.8 million. The divestment isconditional upon the receipt of approvals from the relevantauthorities and it is expected to be completed by the end of the firstquarter of 2017.

8 December 2016 : The Manager announced the proposed acquisition of the EunosAve 7 Property.

14 December 2016 : The Manager announced the proposed acquisition of the EunosAve 3 Property.

15 December 2016 : The Manager announced the proposed acquisition of the ChangiSouth Property.

20 December 2016 : The Manager announced the launch of the Rights Issue.

The Manager, on behalf of Sabana Treasury Pte. Ltd., had announced on 24 December 2016the adjustment to the conversion price of the Convertible Sukuk to S$0.8628 per Unit, withsuch adjustment to take effect on the date of the issue of the Rights Units, currently scheduledto be 25 January 2017.

Latest Valuation

The latest valuation of the properties comprising the Existing Portfolio as at 30 June 2016 isS$1,040.5 million.

THE MANAGER OF SABANA REIT

The manager of Sabana REIT is Sabana Real Estate Investment Management Pte. Ltd. and itsregistered office is located at 151 Lorong Chuan, #02-03 New Tech Park, Singapore 556741.The names and addresses of the Directors are set out below.

Name Position Address

Mr. Steven Lim Kok Hoong Chairman and IndependentNon-Executive Director

c/o 151 Lorong Chuan, #02-03New Tech Park, Singapore556741

Mr. Yong Kok Hoon Independent Non-ExecutiveDirector

c/o 151 Lorong Chuan, #02-03New Tech Park, Singapore556741

Mr. Henry Chua Tiong Hock Non-Executive Director c/o 151 Lorong Chuan, #02-03New Tech Park, Singapore556741

Ms. Ng Shin Ein Non-Executive Director c/o 151 Lorong Chuan, #02-03New Tech Park, Singapore556741

Mr. Kevin Xayaraj Chief Executive Officer andExecutive Director

c/o 151 Lorong Chuan, #02-03New Tech Park, Singapore556741

24

Page 43: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Information on the Units

As at the Latest Practicable Date, there were 739,791,059 Units in issue and outstanding.

Substantial Unitholders1 of Sabana REIT and their Unitholdings

Based on the Register of Substantial Unitholders maintained by the Manager, the SubstantialUnitholders2 of Sabana REIT and their interests in the Units as at the Latest Practicable Dateare as follows:

Direct Interest Deemed Interest Total Interest

UnitholdersNo. ofUnits %(1)

No. ofUnits %

No. ofUnits %

Singapore Enterprises 39,057,496 5.28 — — 39,057,496 5.28

Sponsor(2) 9,250,084 1.25 66,284,608 8.96 75,534,692 10.21

Vibrant Capital(3) — — 75,534,692 10.21 75,534,692 10.21

Lian Hup Holdings PteLtd(4) — — 75,534,692 10.21 75,534,692 10.21

Mr. Khua Hock Su(5) 1,229,000 0.17 75,534,692 10.21 76,763,692 10.38

Mr. Khua Kian Keong(6) 12,988,000 1.76 75,534,692 10.21 88,522,692 11.97

Wealthy FountainHoldings Inc(7) 43,774,000 5.92 — — 43,774,000 5.92

Starray Global Limited(7) 2,178,000 0.29 — — 2,178,000 0.29

Shanghai Summit PteLtd(7) — — 45,952,000 6.21 45,952,000 6.21

Mr. Tong Jinquan(7) 15,815,000 2.14 45,952,000 6.21 61,767,000 8.35

Notes:

(1) The percentages are based on 739,791,059 Units in issue as at the Latest Practicable Date.

(2) The Sponsor is deemed to have an interest in the Units held by Singapore Enterprises and the Manager. The

Manager holds 27,227,112 Units in Sabana REIT as at the Latest Practicable Date.

(3) Vibrant Capital is deemed to have an interest in the Units held by the Sponsor, Singapore Enterprises and the

Manager.

(4) Lian Hup Holdings Pte Ltd (“Lian Hup”) is deemed to have an interest in the Units held by Vibrant Capital, the

Sponsor, Singapore Enterprises and the Manager.

(5) Mr. Khua Hock Su is deemed to have an interest in the Units held by Vibrant Capital, the Sponsor, Singapore

Enterprises and the Manager.

(6) Mr. Khua Kian Keong is deemed to have an interest in the Units held by Lian Hup, Vibrant Capital, the Sponsor,

Singapore Enterprises and the Manager.

(7) Mr. Tong Jingquan is the sole shareholder of Shanghai Summit Pte. Ltd. which is the sole shareholder of

Wealthy Fountain Holdings Inc and Starray Global Limited, and he is accordingly deemed to be interested in the

Units which Wealthy Fountain Holdings Inc and Starray Global Limited hold.

1 “Substantial Unitholders” refer to Unitholders with interests in not less than 5.0% of all Units in issue.2 The Substantial Unitholders do not have different voting rights from ordinary Unitholders.

25

Page 44: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

History of Issuance of Units

The table below sets out the Units issued for cash or services within the 12 monthsimmediately preceding the Latest Practicable Date.

Date Number of Units Issued

29 January 2016 Issue of 1,645,627 Units to the Manager at an issue price of S$0.7140per Unit as payment of 80.0% of the base management fee payableto the Manager for the quarter ended 31 December 2015.

26 April 2016 Issue of 1,767,466 Units to the Manager at an issue price of S$0.6325per unit as payment of 80.0% of the base management fee payable tothe Manager for the quarter ended 31 March 2016.

29 July 2016 Issue of 1,946,359 Units to the Manager at an issue price of S$0.5415per unit as payment of 80.0% of the base management fee payable tothe Manager for the quarter ended 30 June 2016.

25 October 2016 Issue of 2,050,571 Units to the Manager at an issue price of S$0.5199per unit as payment of 80.0% of the base management fee payable tothe Manager for the quarter ended 30 September 2016.

Price Range and Trading Volume of the Units on the SGX-ST

The highest and lowest closing prices and the average daily volume of Units traded on theSGX-ST for the period commencing on 1 December 2015 to the Latest Practicable Date are asfollows:

Month

Price Range (S$ per Unit) Average DailyVolume TradedUnits (million)Lowest Highest

December 2015 0.705 0.730 0.37

January 2016 0.665 0.715 0.93

February 2016 0.625 0.665 0.53

March 2016 0.625 0.640 0.69

April 2016 0.615 0.660 0.60

May 2016 0.600 0.620 0.44

June 2016 0.520 0.605 0.77

July 2016 0.530 0.545 0.73

August 2016 0.515 0.525 0.37

September 2016 0.515 0.525 0.48

October 2016 0.515 0.535 0.51

November 2016 0.510 0.525 0.42

1 December 2016 to the Latest PracticableDate 0.440 0.520 1.46

Source: Bloomberg L.P. Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the SFA (readwith Sections 302 and 305B of the SFA), to the inclusion of the information extracted from the relevant reportpublished by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (bothread with Sections 302 and 305B of the SFA). While the Manager has taken reasonable actions to ensurethat the information from the relevant report published by Bloomberg L.P. is reproduced in its proper formand context, and that the information is extracted accurately and fairly from such report, none of theManager, the Joint Lead Managers and Underwriters or any other party has conducted an independentreview of the information contained in such report or verified the accuracy of the contents of the relevantinformation.

26

Page 45: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Borrowings

As at the Latest Practicable Date, the Group has total facilities of approximately S$843.0million (the “Facilities”) comprising:

(i) the Commodity Murabaha Facilities for an amount up to S$213.0 million;

(ii) the Revolving Murabahah Facility for an amount up to S$50.0 million;

(iii) the S$80.0 million of Convertible Sukuk issued by Sabana Treasury Pte. Ltd. (asubsidiary of Sabana REIT) on 24 September 2012 and due on 24 September 2017; and

(iv) the S$500.0 million Multicurrency Trust Certificates Programme.

Approximately S$481.1 million of the Facilities had been drawn down as at the LatestPracticable Date. The total amount of borrowings outstanding was S$443.9 million as at theLatest Practicable Date.

As at the Latest Practicable Date, the average all-in cost of borrowings of the Group was 4.2%per annum. Sabana REIT uses profit swaps to manage its exposure to profit rate movementson its floating rate bearing Commodity Murabaha Facilities by swapping the profit rates on aproportion of these term loans from floating rates to fixed rates. As at the Latest PracticableDate, Sabana REIT had entered into profit rate swaps with a total notional amount of S$165.0million to provide fixed rate funding for terms of three to five years at a weighted average profitrate of 3.98% per annum.

As at the Latest Practicable Date, approximately 89.6% of the Group’s outstanding borrowingsare on a fixed rate basis or have been hedged with profit rate swaps. The remaining 10.4% ofthe Group’s outstanding borrowings are on a floating rate basis.

Secured Borrowings

(i) Commodity Murabaha Facilities

As at the Latest Practicable Date, the following Commodity Murabaha Facilities wereoutstanding:

(a) the 5-year Term CMF F of S$75.0 million maturing in August 2017;

(b) the 5-year Term CMF C of S$30.0 million maturing in November 2019; and

(c) the 3.5-year New Term CMF B of S$90.0 million maturing in February 2020.

As at the Latest Practicable Date, the 3.5-year New Revolving CMF D maturing inFebruary 2020 had an outstanding amount of S$7.5 million, which was drawn down on 23December 2016 mainly to repay S$7.2 million of the outstanding Revolving MurabahahFacility on 28 December 2016.

The Commodity Murabaha Facilities are secured by, inter alia:

(i) a first ranking legal mortgage over eight investment properties of Sabana REIT (or,where title to or lease relating to the Securitised Properties has not been issued, anassignment of building agreement or agreement for lease (as the case may be)coupled with a mortgage in escrow) (“Securitised Properties”);

(ii) assignment of insurances, assignment of proceeds and assignment of PropertyManagement Agreements (as defined herein) relating to the Securitised Properties;and

27

Page 46: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(iii) a fixed and floating charge over the other assets of Sabana REIT relating to theSecuritised Properties.

(ii) Revolving Murabahah Facility

As at the Latest Practicable Date, the outstanding 3-year Revolving Murabahah Facilitymaturing in September 2018, had an outstanding amount of S$8.6 million and an undrawnamount of S$41.4 million, and S$7.2 million of the outstanding amount is being repaid on28 December 2016 via the proceeds from the S$7.5 million drawn from the New RevolvingCMF D on 23 December 2016.

The Revolving Murabahah Facility is secured by, inter alia:

(a) a first ranking legal mortgage over 8 Commonwealth Lane and 34 Penjuru Lane(“Dual Secured Properties”);

(b) assignment of insurances, assignment of proceeds and assignment of PropertyManagement Agreements relating to the Dual Secured Properties; and

(c) a fixed and floating charge over the other assets of Sabana REIT relating to the DualSecured Properties.

Unsecured Borrowings

(i) Convertible Sukuk

On 24 September 2012, Sabana REIT, through its wholly-owned subsidiary, SabanaTreasury Pte. Ltd., issued S$80.0 million 4.50% unsecured convertible sukuk due on 24September 2017 (“Convertible Sukuk” and holders of the Convertible Sukuk as“Sukukholders”). The Convertible Sukuk is convertible by Sukukholders into Units at anytime on or after 9 November 2012 up to the close of business on the seventh day prior to24 September 2017. Since the date of their issue, an aggregate principal amount of S$7.5million of Convertible Sukuk has been converted into 6,285,090 Units by convertingSukukholders.

On 24 September 2015, an aggregate principal amount of S$29.75 million of theConvertible Sukuk was redeemed and cancelled pursuant to the put option exercised bySukukholders. Following the redemption and cancellation, the outstanding principalamount of the Convertible Sukuk was S$42.75 million.

On 24 December 2016, the Manager announced that based on the issuance of the RightsUnits at S$0.258 per Rights Unit, the conversion price will be adjusted from S$1.0131 (asat the Latest Practicable Date) to S$0.8628 per Unit on the date of issue of the RightsUnits, currently scheduled to be on 25 January 2017.

(ii) Multicurrency Trust Certificates Programme

On 16 April 2013, Sabana REIT, through its wholly-owned subsidiary, Sabana Sukuk Pte.Ltd., established the Multicurrency Trust Certificates Programme. As at the LatestPracticable Date, the following unsecured Trust Certificates were outstanding:

(a) S$90.0 million 4.00% Multicurrency Trust Certificates 1 issued on 19 March 2014and due on 19 March 2018; and

(b) S$100.0 million 4.25% Multicurrency Trust Certificates 2 issued on 3 October 2014and due on 3 April 2019.

28

Page 47: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

USE OF PROCEEDS

OFFER PROCEEDS AND USE OF PROCEEDS

The Rights Issue is intended to raise gross proceeds of approximately S$80.2 million with thenet proceeds of the Rights Issue, being the gross proceeds of the Rights Issue less theestimated amount of underwriting and selling commissions (excluding GST payable) as well asthe other fees and expenses (including professional fees and expenses) incurred in connectionwith the Rights Issue, estimated to be approximately S$76.8 million.

For each dollar of the gross proceeds of approximately S$80.2 million that will be raised fromthe Rights Issue, the Manager intends to allocate the proceeds from the Rights Issue in thefollowing manner:

(i) approximately 95.8 cents (equivalent to approximately S$76.8 million) will be used topartially finance the Acquisitions and related costs; and

(ii) approximately 4.2 cents (equivalent to approximately S$3.4 million) will be used to pay forthe total costs and expenses relating to the Rights Issue.

Notwithstanding its current intention, should any of the Acquisitions not complete, the Managermay, subject to relevant laws and regulations, use the gross proceeds from the Rights Issueat its absolute discretion for other purposes, including funding other acquisitions and/orrepayment of Sabana REIT’s existing borrowings.

Pending deployment of the net proceeds from the Rights Issue, the net proceeds may, subjectto relevant laws and regulations, be deposited with banks and/or financial institutions, or usedfor repayment of short-term borrowings or used for any other purpose on a short-term as theManager may, in its absolute discretion, deem fit.

The Manager will make periodic announcements on the utilisation of the proceeds of theRights Issue via SGXNET as and when such funds are materially utilised. The Manager willprovide a status report on the use of proceeds from the Rights Issue in the annual reports ofSabana REIT. Where there is any material deviation from the stated use of proceeds, theManager will announce the reasons for such deviation.

Costs of the Rights Issue

Sabana REIT will have to bear the following costs and expenses in relation to the Rights Issue:

(i) underwriting and selling commission and related expenses of approximately S$2.3 million(excluding GST payable thereon) which the Manager will pay to the Joint Lead Managersand Underwriters upon completion of the Rights Issue, as well as any GST payablethereon; and

(ii) professional and other fees and expenses of approximately S$1.1 million (excluding GSTpayable thereon) in connection with the Rights Issue, as well as any GST payablethereon.

29

Page 48: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

ADDITIONAL DETAILS ON THE USE OF PROCEEDS

The following sets out additional details on the use of proceeds if such proceeds are used to(i) acquire or refinance the acquisition of an asset (other than in the ordinary course ofbusiness), (ii) acquire or refinance the acquisition of a business and (iii) discharge, reduce orretire the borrowings of Sabana REIT.

Acquisition or Refinancing the Acquisition of an Asset (other than in the OrdinaryCourse of Business)

None of the proceeds from the Rights Issue will be used to acquire or refinance the acquisitionof an asset other than in the ordinary course of business. The net proceeds from the RightsIssue will be used to partially finance the Total Acquisition Cost. The remaining balance of theTotal Acquisition Cost is expected to be funded by existing borrowings, new borrowings and/orinternal cash resources.

Acquisition or Refinancing the Acquisition of a Business

None of the proceeds from the Rights Issue will be used to finance or refinance the acquisitionof a business.

Discharge, Reduction or Retirement of the Borrowings of Sabana REIT

Notwithstanding the Manager’s current intention, should any one or more of the Acquisitionsnot complete or if the proposed acquisition of the Changi South Property is not approved bythe Unitholders at the Extraordinary General Meeting, the Manager may, subject to relevantlaws and regulations, use the gross proceeds from the Rights Issue at its absolute discretionfor other purposes, including funding potential future acquisitions and/or reducing SabanaREIT’s borrowings.

The following table sets out the details of the borrowings of Sabana REIT which the Managermay reduce in full or in part with the net proceeds from the Rights Issue (including (i) thedetails of the maturity of such borrowings and (ii) in relation to borrowings which Sabana REIThas incurred over the past 12 months, the uses to which the proceeds giving rise to suchborrowings were put).

30

Page 49: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Borrowings whichmay be reduced

Usage

Principal AmountOutstanding at theLatest Practicable

Date

MaturityDate

Term CMF F To partially re-finance term facilities ofS$252.6 million under the OriginalMaster Murabaha Agreement (as definedherein)

S$75.0 million August2017

Convertible Sukuk— BorrowingsComponent

To finance the acquisition of 23Serangoon North Avenue 5 and for othergeneral corporate purposes and to payprofessional fees and expenses incurredin connection with the acquisition

S$42.8 million September2017

Multicurrency TrustCertificates 1

To re-finance existing borrowings of theSabana REIT and its subsidiaries

S$90.0 million March 2018

RevolvingMurabahahFacility(1)

To finance Shari’ah compliant generalinvestments and funding purposes

S$8.6 million September2018

Multicurrency TrustCertificates 2

To re-finance existing borrowings ofSabana REIT and to partially finance theacquisition of 10 Changi South Street 2

S$100.0 million April2019

Term CMF C To partially re-finance the existing termfacilities under the Original MasterMurabaha Agreement

S$30.0 million November2019

New Term CMF B To re-finance the Term CMF B S$90.0 million February2020

New RevolvingCMF D

To re-finance and replace the existingRevolving CMF D

S$7.5 million(1) February2020

Note:

(1) S$7.2 million of the Revolving Murabahah Facility has been repaid on 28 December 2016 via the proceeds from

the S$7.5 million New Revolving CMF D drawn on 23 December 2016.

As at the Latest Practicable Date, the Manager has not identified any other borrowings thatmay be reduced with the net proceeds from the Rights Issue.

WORKING CAPITAL

In the reasonable opinion of the Manager, after taking into consideration Sabana REIT’sinternal resources and its available credit facilities, the working capital available to SabanaREIT, as at the date of lodgement of this Offer Information Statement, is sufficient to meetSabana REIT’s present requirements.

COMMISSION

Pursuant to the Management and Underwriting Agreement, the Joint Lead Managers andUnderwriters will be entitled to an underwriting commission (excluding GST payable thereon)of 3.6% of the Issue Price multiplied by the total number of Rights Units less the number ofRights Units and Excess Rights Units undertaken to be subscribed and/or applied for by (i) theSponsor Entities pursuant to the Sponsor Undertaking and (ii) Mr. Khua Hock Su and Mr. KhuaKian Keong pursuant to the Khua Individual Undertakings.

31

Page 50: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

INFORMATION RELATING TO THE ACQUISITIONS

The Manager had announced Sabana REIT’s proposed acquisitions of the Eunos Ave 7Property on 8 December 2016 and the Eunos Ave 3 Property on 14 December 2016. TheManager also announced Sabana REIT’s proposed acquisition of the Changi South Propertyon 15 December 2016 and will be seeking Unitholders’ approval for Sabana REIT’s acquisitionof the Changi South Property at the Extraordinary General Meeting which is expected to beconvened before 30 June 2017. The Manager is proposing to use the net proceeds of theRights Issue to partially finance the Total Acquisition Cost.

THE ACQUISITIONS

Description of the Eunos Ave 7 Property

The Eunos Ave 7 Property is a six-storey single-user light industrial building. It is a HousingDevelopment Board (“HDB”) leasehold estate of 30 years commencing from 1 January 2011,with a remaining tenure of approximately 24 years.

The Eunos Ave 7 Property is located in the Eunos Industrial Estate and is accessible via thePan Island Expressway. The Eunos Ave 7 Property is well-served by public transport, being inclose proximity to the Paya Lebar MRT station which serves the East-West Line and the CircleLine, and is also in close proximity to the Eunos MRT station which serves the East-West Line.

The table below sets out a summary of the key information on the Eunos Ave 7 Property.

Address 72 Eunos Avenue 7, Singapore 409570

Purchase Consideration S$20.0 million

Vendor Singapore Handicrafts Pte Ltd (a wholly-ownedsubsidiary of LHN Group Pte. Ltd.)

Valuation by Knight Frank Pte Ltd(as at 8 November 2016)

S$20.0 million

Occupancy Rate (by NLA)(as at 8 December 2016)

Approximately 87.0%

Tenure Year 2040 (Leasehold of 30 years commencing from 1January 2011)

GFA 67,977 sq ft

Description of the Eunos Ave 3 Property

The Eunos Ave 3 Property is a six-storey light industrial building with a basement car park. Itis a HDB leasehold estate of 30 years commencing from 1 January 2011, with a remainingtenure of approximately 24 years.

The Eunos Ave 3 Property is located in the Eunos Industrial Estate and is accessible via thePan Island Expressway. The Eunos Ave 3 Property is within walking distance to the Paya LebarMRT station, which serves the East-West Line and the Circle Line, and is also in closeproximity to the Eunos MRT station which serves the East-West Line.

32

Page 51: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The table below sets out a summary of the key information on the Eunos Ave 3 Property.

Address 107 Eunos Avenue 3, Singapore 409837

Purchase Consideration S$34.5 million

Vendor General Cars Fleet Management Pte Ltd

Valuation by Savills Valuation andProfessional Services (S) Pte Ltd(as at 5 December 2016)

S$34.5 million

Occupancy Rate (by NLA)(as at 14 December 2016)

Approximately 78.0%

Tenure Year 2040 (Leasehold of 30 years commencing from1 January 2011)

GFA 133,946 sq ft

Description of the Changi South Property

The Changi South Property is a four-storey light industrial building. It is a JTC Corporation(“JTC”) leasehold estate of 30 + 30 years commencing from 16 November 1996, with aremaining tenure of approximately 40 years.

The Changi South Property is located within Changi South Industrial Estate and is accessiblevia the East Coast Parkway Expressway, Pan Island Expressway and Tampines Expressway.The Changi South Property is well-served by public transport, being in close proximity to theExpo MRT station which serves the East-West Line and shall also serve the Downtown Lineupon the expected completion of Phase 3 of the Downtown Line in 20171.

The table below sets out a summary of the key information on the Changi South Property.

Address 47 Changi South Avenue 2, Singapore 486148

Purchase Consideration S$23.0 million

Vendor Freight Links (a wholly-owned subsidiary of theSponsor)

Valuation by Savills Valuation andProfessional Services (S) Pte Ltd(as at 9 December 2016)

S$23.0 million

Valuation by Knight Frank Pte Ltd(as at 9 December 2016)

S$23.0 million

Occupancy Rate (by NLA)(as at 15 December 2016)

Approximately 83.0%

Tenure Year 2056 (Leasehold of 30 + 30 years commencingfrom 16 November 1996)

GFA 91,573 sq ft

1 Source: https://www.lta.gov.sg/content/ltaweb/en/public-transport/projects/downtown-line/overview.html. LTAhas not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of theSFA), to the inclusion of the information extracted from the relevant report published by it and therefore is notliable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of theSFA). While the Manager has taken reasonable actions to ensure that the information from the relevant reportpublished by the LTA is reproduced in its proper form and context, and that the information is extractedaccurately and fairly from such report, none of the Manager, the Joint Lead Managers and Underwriters or anyother party has conducted an independent review of the information contained in such report or verified theaccuracy of the contents of the relevant information.

33

Page 52: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

THE STRUCTURE OF THE ACQUISITIONS

In connection with the Acquisitions, the Trustee has entered into:

(i) the Eunos Ave 7 Property PCOA with Singapore Handicrafts on 8 December 2016 for theacquisition of the Eunos Ave 7 Property;

(ii) the Eunos Ave 3 Property PCOA with General Cars on 14 December 2016 for theacquisition of the Eunos Ave 3 Property; and

(iii) the Changi South Property PCOA with Freight Links on 15 December 2016 for theacquisition of the Changi South Property.

THE PURCHASE CONSIDERATION AND VALUATION FOR EACH OF THE ACQUISITIONS

The purchase consideration payable to Singapore Handicrafts for the acquisition of the EunosAve 7 Property is S$20.0 million, and was negotiated on a willing-buyer willing-seller basisafter taking into account the independent valuation of S$20.0 million as at 8 November 2016.The property was independently valued by Knight Frank Pte Ltd, using the capitalisationapproach and the discounted cash flow analysis. The valuation of the Eunos Ave 7 Propertytakes into account the rental collection arrangement to be provided by Singapore Handicraftsunder the lease agreement between the Trustee (as landlord) and Singapore Handicrafts (aslessee).

The purchase consideration payable to General Cars for the acquisition of the Eunos Ave 3Property is S$34.5 million, and was negotiated on a willing-buyer willing-seller basis aftertaking into account the independent valuation of S$34.5 million as at 5 December 2016. Theproperty was independently valued by Savills Valuation and Professional Services (S) Pte Ltd,using the income capitalisation method, the discounted cash flow analysis and the directcomparison method. The valuation of the Eunos Ave 3 Property takes into account the rentalincome support to be provided by General Cars under the lease agreement between theTrustee (as landlord) and General Cars (as lessee).

The purchase consideration payable to Freight Links for the acquisition of the Changi SouthProperty is S$23.0 million and was negotiated on a willing-buyer willing-seller basis aftertaking into account the independent valuation of S$23.0 million as at 9 December 2016. Theproperty was independently valued by Savills Valuation and Professional Services (S) Pte Ltdusing the income capitalisation, discounted cash flow analysis and direct comparison methodsand by Knight Frank Pte Ltd, using the capitalisation approach and discounted cash flowanalysis. The valuation of the Changi South Property takes into account the rental incomesupport to be provided by Freight Links under the lease agreement between the Trustee (aslandlord) and Freight Links (as lessee).

(See Appendix E for further details about the valuations of the Properties done by SavillsValuation and Professional Services (S) Pte Ltd and Knight Frank Pte Ltd (collectively, the“Independent Valuers”).)

ESTIMATED TOTAL ACQUISITION COST

The Total Acquisition Cost is approximately S$82.2 million, comprising:

(i) the Total Purchase Consideration of S$77.5 million;

(ii) the acquisition fee of approximately S$0.5 million to be paid to the Manager in cash forthe acquisition of the Eunos Ave 7 Property and the Eunos Ave 3 Property (being 1.0%of the purchase consideration) pursuant to the Trust Deed;

34

Page 53: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(iii) the acquisition fee of approximately S$0.2 million to be paid to the Manager in Units forthe acquisition of the Changi South Property (being 1.0% of the purchase consideration)pursuant to the Trust Deed; and

(iv) the estimated stamp duty, upfront land premium, professional and other fees andexpenses incurred or to be incurred by Sabana REIT in connection with the Acquisitionsof approximately S$4.0 million.

The following table sets out the acquisition fee for each of the Properties.

Acquisition Fee Form of Payment

Eunos Ave 7 Property S$0.2 million Cash

Eunos Ave 3 Property S$0.3 million Cash

Changi South Property S$0.2 million Units

Total S$0.7 million N.A.

As the acquisition of the Changi South Property is an “interested party transaction” under theProperty Funds Appendix, the acquisition fee of approximately S$0.2 million will be paid to theManager in the form of Units (the “Acquisition Fee Units”), which shall not be sold within oneyear of the date of issuance in accordance with Paragraph 5.7 of the Property Funds Appendix.While Clause 15.2.1 of the Trust Deed allows the Manager to receive the Acquisition Fee Unitsat the Issue Price of S$0.258 per Unit, the Manager has elected to receive the Acquisition FeeUnit at the TERP of S$0.432 per Unit instead.

Based on the TERP of S$0.432 per Unit, the number of Acquisition Fee Units to be issued shallbe approximately 0.5 million Units.

METHOD OF FINANCING THE ACQUISITIONS

The Manager intends to partially finance the Total Acquisition Cost with the net proceeds of theRights Issue. The acquisition fee for the Changi South Property is intended to be paid in theform of Units and the remaining balance of the Total Acquisition Cost is expected to be fundedby existing borrowings, new borrowings and/or internal cash resources.

PRINCIPAL TERMS OF THE ACQUISITIONS

Acquisition of the Eunos Ave 7 Property

Eunos Ave 7 Property PCOA

The exercise of the put or call option in the Eunos Ave 7 Property PCOA in order for the partiesto enter into the purchase agreement for the sale and purchase of the Eunos Ave 7 Property(“Eunos Ave 7 Purchase Agreement”) is conditional upon the fulfilment or waiver (as the casemay be) of, among others, the following conditions precedent:

(i) the receipt of the approval of HDB and all other relevant authorities to (a) the sale of theEunos Ave 7 Property by Singapore Handicrafts to the Trustee in accordance with theterms of the Eunos Ave 7 Purchase Agreement, (b) the lease of the Eunos Ave 7 Propertyby the Trustee to Singapore Handicrafts in accordance with the lease agreement andcommencing on completion, (c) the transfer of existing occupational agreements by wayof assignment from Singapore Handicrafts to the Trustee and (d) Singapore Handicraftsand the Trustee accepting the terms of the approval of HDB within the relevant periodstipulated in the approval;

35

Page 54: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(ii) the approval of LHN Limited (Singapore Handicrafts’ ultimate holding company) to thesale of the Eunos Ave 7 Property (if required);

(iii) the approval of Unitholders passed at an extraordinary general meeting approving theacquisition of the Eunos Ave 7 Property, where applicable;

(iv) the approval of any lender to Sabana REIT, where applicable;

(v) the successful equity fund raising by Sabana REIT, where applicable;

(vi) there being no compulsory acquisition or notice of compulsory acquisition or intendedacquisition affecting the Eunos Ave 7 Property in whole or in part;

(vii) there being no cessation of business of Singapore Handicrafts;

(viii) unless specifically waived by the relevant party in writing, a party not being in breach ofany provision of the Eunos Ave 7 Property PCOA (including but not limited to therepresentations and warranties therein) or not having failed to perform and comply in allrespects with any of the covenants and agreements referred to in the Eunos Ave 7Property PCOA or none of the representations and warranties contained therein beingunfulfilled, untrue or incorrect;

(ix) there being no cessation of business of either party, resolution or court order passed forthe winding up of Singapore Handicrafts, the appointment of a liquidator, receiver orjudicial manager, any distress, attachment or other legal process levied, enforced or suedout on or against the Eunos Ave 7 Property;

(x) the approval of the board of directors of the Manager; and

(xi) the Trustee certifying, in its absolute discretion that on the date of such certification, theAggregate Leverage of Sabana REIT does not exceed the Aggregate Leverage limit asprescribed in the Property Funds Appendix.

In addition, the Eunos Ave 7 Property PCOA contains, inter alia, the following terms andconditions:

(i) upon the fulfilment of the conditions precedent, the Trustee may exercise the call optionduring the period of 10 business days after the Trustee issues its notice to SingaporeHandicrafts of the fulfilment of conditions precedent (“Eunos Ave 7 Call Option NoticePeriod”), for Singapore Handicrafts to sell the Eunos Ave 7 Property to the Trustee;

(ii) if the Trustee does not exercise the call option during the Eunos Ave 7 Call Option NoticePeriod, Singapore Handicrafts may exercise the put option during a period of fivebusiness days after the expiry of the Eunos Ave 7 Call Option Notice Period, for theTrustee to purchase the Eunos Ave 7 Property; and

(iii) upon the exercise of the call option or put option by either the Trustee or SingaporeHandicrafts respectively, the parties shall be deemed to have entered into a bindingcontract for the sale and purchase of the Eunos Ave 7 Property, the terms of which arefound in the Eunos Ave 7 Property PCOA and purchase conditions annexed thereto.

36

Page 55: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The Eunos Ave 7 Purchase Agreement

The Eunos Ave 7 Purchase Agreement contains, inter alia, the following terms and conditions:

(i) the completion of the purchase of the Eunos Ave 7 Property is subject to the condition thatthe Trustee is not of the opinion at any time after the date of the Eunos Ave 7 PurchaseAgreement that (a) the Aggregate Leverage of Sabana REIT has exceeded the AggregateLeverage limit prescribed the Property Funds Appendix or (b) with the completion of thepurchase of the Eunos Ave 7 Property, the Aggregate Leverage of Sabana REIT willexceed the Aggregate Leverage limit prescribed in the Property Funds Appendix;

(ii) the sale includes the mechanical and electrical equipment located in the Eunos Ave 7Property;

(iii) the purchase consideration is S$20,000,000;

(iv) on completion, the Trustee will enter into a lease agreement with Singapore Handicraftsfor a lease of parts of the Eunos Ave 7 Property, the principal terms of which aresummarised below;

(v) on completion, the Trustee will enter into a service agreement with SingaporeHandicrafts, for the provision of lease, property management and maintenance servicesby Singapore Handicrafts in respect of the Eunos Ave 7 Property, the principal terms ofwhich are summarised below;

(vi) certain limited representations and warranties are made by Singapore Handicrafts, suchas representations and warranties relating to compliance with laws, litigation, equipment,title and property matters (such as structural defects), environmental laws and propertytax;

(vii) if prior to completion, the government acquires or gives notice of acquisition or intendedacquisition of the Eunos Ave 7 Property or any part of the Eunos Ave 7 Property, theTrustee is entitled to rescind the Eunos Ave 7 Purchase Agreement; and

(viii) if there is material damage prior to completion, the Trustee is entitled to rescind the EunosAve 7 Purchase Agreement, and material damage means damage to or destruction of theEunos Ave 7 Property and/or the mechanical and electrical equipment or any part thereofsuch that (1) it is unfit for use or occupation, (2) it is rendered unsafe or inaccessible or(3) it cannot lawfully be used, and (A) which in the opinion of the Sabana REIT’s lendersor mortgagees, adversely affects the value of the Eunos Ave 7 Property or theacceptability of the Eunos Ave 7 Property to such lender or mortgagee as security or (B)where financial institutions advising Sabana REIT with regard to borrowing programmesconsiders the Eunos Ave 7 Property to be unacceptable to support such borrowingprogrammes.

37

Page 56: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Eunos Ave 7 Property Lease Agreement

On completion of the purchase of the Eunos Ave 7 Property, the Trustee will enter into a leaseagreement with Singapore Handicrafts for the Eunos Ave 7 Property (less the space occupiedby existing occupiers) together with the mechanical and electrical equipment on the Eunos Ave7 Property. The terms of the lease agreement include, among others, the following:

(i) the term of the lease is for a period of 10 years from the date of completion;

(ii) the parties agree that the Trustee shall be entitled to collect from Singapore Handicraftsa base or minimum amount of rent for the Eunos Ave 7 Property for each year, the agreednet property rent per annum being as follows:

Year Net Property Rent per annum (S$)

First Year 1,713,020

Second Year 1,713,020

Third Year 1,713,020

Fourth Year 1,747,281

Fifth Year 1,782,226

Sixth Year 1,817,871

Seventh Year 1,854,228

Eighth Year 1,891,313

Ninth Year 1,929,139

Tenth Year 1,967,722

(iii) net property rent per annum comprises (a) the amount of rent payable by SingaporeHandicrafts for the relevant year and (b) the aggregate rent, service charge, facilities feesand licence fees payable by the existing occupiers of the Eunos Ave 7 Property(collectively, “Sub-tenant Rent”) for that year;

(iv) rent is payable by Singapore Handicrafts on a monthly basis in advance, and the amountof rent payable by Singapore Handicrafts for each year is an amount equivalent to the netproperty rent for that corresponding year less the Sub-tenant Rent for that year;

(v) if the Trustee has not collected or received the net property rent for that correspondingyear, Singapore Handicrafts shall make up for the shortfall within 14 days upon issuanceof a written notice by the Trustee to Singapore Handicrafts;

(vi) to ensure that the Trustee collects the net property rent for the Eunos Ave 7 Property, inaddition to the monthly rent, Singapore Handicrafts shall also pay on a monthly basis, anadvance sum equivalent to the Sub-tenant Rent for that month;

(vii) at the end of each month, the Trustee shall refund a portion of the advance sum collectedfrom Singapore Handicrafts equivalent to the actual rent, service charge, facilities feesand licence fees collected from the occupiers for that month;

(viii) to ensure that the Trustee receives the annual net property rent for each year, the rentpayable by Singapore Handicrafts shall be adjusted when any existing occupationalagreement is terminated or expires;

(ix) when any existing occupational agreement at the Eunos Ave 7 Property is terminated orexpires, Singapore Handicrafts is entitled to lease the vacant space at the Eunos Ave 7Property, at such rent as to ensure that the Trustee is able to collect the net property rentfor each year for the Eunos Ave 7 Property;

38

Page 57: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(x) to ensure compliance with HDB’s prevailing policies in relation to subletting, the Trusteeis entitled to require Singapore Handicrafts to lease any vacant space within the EunosAve 7 Property, or terminate any existing occupational agreements and require SingaporeHandicrafts to lease such space in respect of the terminated occupational agreements;

(xi) Singapore Handicrafts is required to provide to the Trustee a security deposit ofS$3,368,676.00 as security for compliance by Singapore Handicrafts with all theprovisions in the lease agreement and as security for the Trustee in respect of any lossor damage resulting from any default by Singapore Handicrafts under the leaseagreement;

(xii) Singapore Handicrafts shall take out and keep in force insurance policies (specificallyindustrial special risks policy and comprehensive public liability insurance policy) inrespect of the Eunos Ave 7 Property;

(xiii) Singapore Handicrafts shall be responsible for the maintenance and repair of the EunosAve 7 Property, including keeping the Eunos Ave 7 Property clean and in good andtenantable repair and condition, and repairing and maintaining the mechanical andelectrical equipment therein;

(xiv) Singapore Handicrafts shall be responsible for any structural works or capital expenditurein respect of the Eunos Ave 7 Property for the first five years of the lease;

(xv) Singapore Handicrafts shall be liable for the cost of any structural surveys of the EunosAve 7 Property and all periodic inspections which are required by the relevant authorities;

(xvi) Singapore Handicrafts will, on the Trustee’s behalf but at Singapore Handicrafts’ own costand expense, promptly pay all property tax and all increases thereof from time to time,imposed by the Inland Revenue Authority of Singapore (“IRAS”) on the Eunos Ave 7Property in respect of the period from (and including) the completion date up to andincluding the date of expiry or earlier termination of the lease term, whether such propertytax is levied or increased before, on or after the expiry or earlier termination of the leaseterm;

(xvii) LHN Group Pte. Ltd. shall execute a Deed of Guarantee and Indemnity in favour of theTrustee to guarantee the due performance of Singapore Handicrafts’ obligations underthe lease agreement;

(xviii)as landlord, for the last five years of the lease term, the Trustee will be responsible forstructural repairs of the building erected on the Eunos Ave 7 Property, necessaryreplacements of the internal and/or external structural parts of the building and necessaryreplacements of the mechanical and electrical equipment therein, where (a) they arerequired to be repaired or replaced to comply with law or the requirements of HDB orrelevant governmental agencies (except where such repairs or replacements are requiredby law, HDB or the relevant governmental agencies solely because of the specific use oroperation of or the business carried on at the Eunos Ave 7 Property by SingaporeHandicrafts in which case such repairs and replacements shall be the responsibility ofSingapore Handicrafts), or (b) the Trustee reasonably determines that any suchmaintenance, repair and/or replacement to be necessary provided that (aa) the Trusteeshall not be required to carry out any repair and/or replacement if such repair orreplacement is necessitated by any act, omission or negligence of or the failure bySingapore Handicrafts to comply with Singapore Handicraft’s repair and maintenanceobligations under the lease agreement and (bb) the Trustee’s obligations shall not extendto any item or part of the Eunos Ave 7 Property where the maintenance, repair,replacement and overhaul thereof shall be at the sole cost and expense of SingaporeHandicrafts under the lease agreement; if the Eunos Ave 7 Property is acquired by any

39

Page 58: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

relevant authority or if a notice, order or gazette notification is issued, made or publishedin respect of the intended or actual acquisition of the Eunos Ave 7 Property (or any partthereof) by any relevant authority, the Trustee may terminate the lease agreement withoutcompensation by giving written notice to Singapore Handicrafts;

(xix) if the Eunos Ave 7 Property is destroyed or damaged and the Trustee decides that suchdestruction or damage make its repair impracticable or undesirable, the Trustee mayeither (a) give notice to Singapore Handicrafts that it decides not to rebuild, and either theTrustee or Singapore Handicrafts may terminate the lease agreement withoutcompensation or (b) give notice to Singapore Handicrafts that it decides to rebuild and ifthe rebuilding period exceeds six months, Singapore Handicrafts shall be entitled toterminate the lease agreement without compensation; and

(xx) Singapore Handicrafts acknowledges that the use of and activities at the Eunos Ave 7Property shall comply, in all respects with Shari’ah principles and Singapore Handicraftsshall not permit any occupiers at the Eunos Ave 7 Property to use their respectivedemised premises on the Eunos Ave 7 Property for non-Shari’ah compliant activities.

Eunos Ave 7 Property Service Agreement

On completion of the purchase of the Eunos Ave 7 Property, the Trustee will enter into aservice agreement with Singapore Handicrafts to appoint Singapore Handicrafts as the serviceprovider to operate, maintain and manage the Eunos Ave 7 Property, and to provide leasemanagement services in relation to the Eunos Ave 7 Property. The terms of the serviceagreement include, among others, the following:

(i) the term of the service agreement is co-terminous with the lease agreement;

(ii) the service fee of S$1,000 is payable at the end of each month, and payment of theservice fee shall cease when there are no existing occupiers at the Eunos Ave 7 Property;

(iii) Singapore Handicrafts shall indemnify the Trustee against all claims, demands, actions,proceedings, judgements, damages, losses, costs and expenses of any nature which theTrustee may suffer or incur arising from death, injury, loss and/or damage caused, directlyor indirectly, by any act or omission of the Singapore Handicrafts, its employees, agents,permitted occupiers or independent contractors at the Eunos Ave 7 Property, and anydefault by Singapore Handicrafts, its employees, agents, permitted occupiers orindependent contractors in complying with the provisions of the service agreement;

(iv) Singapore Handicrafts shall indemnify the Trustee against all claims, demands, actions,proceedings, judgements, damages, losses, costs and expenses of any nature which theTrustee may suffer or incur arising from death, injury, loss and/or damage caused, directlyor indirectly, by any default by any occupier at the Eunos Ave 7 Property, its employees,agents, permitted occupiers or independent contractors in complying with the provisionsof the occupational agreements;

(v) Singapore Handicrafts shall attend to all requests and complaints by any occupier at theEunos Ave 7 Property and shall keep the Trustee promptly notified and updated on allsuch requests and complaints;

(vi) Singapore Handicrafts shall be authorised to provide written consent to an occupier, asrequired under the terms of its occupational agreement, save that where the action of theoccupier affects the structure or gross floor area of the Eunos Ave 7 Property, or is subjectto any health or safety requirements from any relevant authority, Singapore Handicraftsshall not provide such written consent to the occupier without first seeking the writtenconsent of the Trustee;

40

Page 59: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(vii) upon the termination of the service agreement, and at the Trustee’s request, SingaporeHandicrafts shall assign or novate all existing service contracts at the Eunos Ave 7Property to the Trustee or such other party nominated by the Trustee; and

(viii) the scope of services to be provided by Singapore Handicrafts include, among others (a)maintenance and provision of utilities for the common property, (b) providing leasemanagement services to the Trustee, such as marketing vacant space at the Eunos Ave7 Property, and selecting the prospective occupier for such space, subject to theTrustee’s approval, and certain conditions as set out in the service agreement, collectingrent and conducting management of rental arrears in respect of each occupier, managingand dealing with breaches by the occupier under its occupational agreement, (c) ensuringthe occupiers comply with their obligations under their occupational agreements.

Acquisition of the Eunos Ave 3 Property

Eunos Ave 3 Property PCOA

The exercise of the put or call option in the Eunos Ave 3 Property PCOA in order for the partiesto enter into the purchase agreement for the sale and purchase of the Eunos Ave 3 Property(“Eunos Ave 3 Purchase Agreement”) is conditional upon the fulfilment or waiver (as the casemay be) of, among others, the following conditions precedent:

(i) the receipt of the approval of HDB and all other relevant authorities to (a) the sale of theEunos Ave 3 Property by General Cars to the Trustee in accordance with the terms of theEunos Ave 3 Purchase Agreement, (b) the lease of the Eunos Ave 3 Property by theTrustee to General Cars in accordance with the lease agreement and commencing oncompletion and (c) the transfer of existing occupational agreements by way of assignmentfrom General Cars to the Trustee, and General Cars and the Trustee accepting the termsof the approval of HDB within the relevant period stipulated in the approval;

(ii) the approval of Unitholders passed at an extraordinary general meeting approving theacquisition of the Eunos Ave 3 Property, where applicable;

(iii) the approval of any lender to Sabana REIT, where applicable;

(iv) the successful equity fund raising by Sabana REIT, where applicable;

(v) the Trustee certifying, in its absolute discretion that on the date of such certification, theAggregate Leverage of Sabana REIT does not exceed the Aggregate Leverage limit asprescribed in the Property Funds Appendix;

(vi) there being no compulsory acquisition or notice of compulsory acquisition or intendedacquisition affecting the Eunos Ave 3 Property in whole or in part;

(vii) unless specifically waived by the relevant party in writing, a party not being in breach ofany provision of the Eunos Ave 3 Property PCOA (including but not limited to therepresentations and warranties therein) or not having failed to perform and comply in allrespects with any of the covenants and agreements referred to in the Eunos Ave 3Property PCOA or none of the representations and warranties contained therein beingunfulfilled, untrue or incorrect;

(viii) the approval of the board of directors of the Manager; and

(ix) the receipt of the confirmation by the Shari’ah council or body or committee formed orappointed by Sabana REIT that the use of and activities at the Eunos Ave 3 Propertycomply in all respect with Shari’ah principles and that the tenants at the Eunos Ave 3Property are involved in Shari’ah compliant businesses.

41

Page 60: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

In addition, the Eunos Ave 3 Property PCOA contains, inter alia, the following terms andconditions:

(i) upon the fulfilment of the conditions precedent, the Trustee may exercise the call optionduring the period of 10 business days after Trustee issues its notice to General Cars ofthe fulfilment of conditions precedent (“Eunos Ave 3 Call Option Notice Period), forGeneral Cars to sell the Eunos Ave 3 Property to the Trustee;

(ii) if the Trustee does not exercise the call option during the Eunos Ave 3 Call Option NoticePeriod, General Cars may exercise the put option during a period of five business daysafter the expiry of the Eunos Ave 3 Call Option Notice Period, for the Trustee to purchasethe Eunos Ave 3 Property; and

(iii) upon the exercise of the call option or put option by either the Trustee or General Carsrespectively, the parties shall be deemed to have entered into a binding contract for thesale and purchase of the Eunos Ave 3 Property, the terms of which are found in the PCOAand purchase conditions annexed thereto.

Eunos Ave 3 Purchase Agreement

The Eunos Ave 3 Purchase Agreement contains, inter alia, the following terms and conditions:

(i) the completion of the purchase of the Eunos Ave 3 Property is subject to the condition thatthe Trustee is not of the opinion at any time after the date of the Eunos Ave 3 PurchaseAgreement that (a) the Aggregate Leverage of Sabana REIT has exceeded the AggregateLeverage limit prescribed in the Property Funds Appendix or (b) with the completion of thepurchase of the Eunos Ave 3 Property, the Aggregate Leverage of Sabana REIT willexceed the Aggregate Leverage limit prescribed in the Property Funds Appendix;

(ii) the sale includes the mechanical and electrical equipment located in the Eunos Ave 3Property;

(iii) the purchase consideration is S$34,500,000;

(iv) General Cars agrees to provide rental income support (subject to an aggregate maximumsum of S$6,309,616.70) (“Rental Support Amount”) together with any GST payablethereon for a period of five years from the date of completion, on the following terms:

(a) if the Net Property Income (“NPI”) (i.e. gross rental income less operating expenses)is less than the guaranteed NPI of S$3,051,509 (on an after tax basis) for each yearof the lease, General Cars shall pay to the Trustee a sum (each a “Top Up Payment”and collectively, the “Top Up Payments”) equal to the difference between the NPIand the guaranteed NPI in respect of that relevant year;

(b) GST payable by the Trustee in respect of the Top Up Payments shall be borne byGeneral Cars (if any);

(c) the Rental Support Amount and GST thereon shall be deducted from the purchaseconsideration and retained by the Trustee for the purpose of providing the rentalincome support;

(d) at the start of each year, an amount equivalent to the Rental Support Amount less theprojected estimated Top Up Payments for the year shall be treated as if it wereplaced in Shari’ah compliant fixed deposit accounts with Shari’ah compliant banks,

42

Page 61: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

although such amount shall be retained by the Trustee for its use in its absolutediscretion, and in that regard, the Trustee shall obtain quotations of profit rates fromShari’ah compliant banks and calculate the amount of Shari’ah compliant incomethat shall be accrued from the Rental Support Amount;

(e) the Trustee shall be entitled, without reference to General Cars, at any time and fromtime to time, to set-off the Top Up Payments, and GST in respect of the Top UpPayments against the Rental Support Amount and the accrued Shari’ah compliantincome thereon in the amounts and at such times as the Trustee determines at itsabsolute discretion;

(f) any unutilised balance in respect of the Rental Support Amount, the GST payable onthe Rental Support Amount and any accrued Shari’ah compliant income thereon afterexpiry of the 5-year period shall be released to General Cars;

(g) if the lease agreement is terminated as a result of General Cars’ breach, thearrangement for rental income support shall continue to apply for the period of fiveyears; and

(h) if the lease agreement is terminated for any other reason, the Rental SupportAmount shall be retained by the Trustee in its entirety and General Cars shall not beentitled to a refund of the Rental Support Amount or any part thereof;

(v) on completion, the Trustee will enter into a lease agreement with General Cars for a leaseof parts of the Eunos Ave 3 Property, the principal terms of which are summarised below;

(vi) on completion, the Trustee will enter into a service agreement with General Cars, for theprovision of lease, property management and maintenance services by General Cars inrespect of the Eunos Ave 3 Property, the principal terms of which are summarised below;

(vii) certain limited representations and warranties are made by General Cars, such asrepresentations and warranties relating to compliance with laws, litigation, equipment,title and property matters (such as structural defects), environmental laws and propertytax;

(viii) if prior to completion, the government acquires or gives notice of acquisition or intendedacquisition of the Eunos Ave 3 Property or any part of the Eunos Ave 3 Property, theTrustee is entitled to rescind the Eunos Ave 3 Purchase Agreement; and

(ix) if there is material damage prior to completion, the Trustee is entitled to rescind the EunosAve 3 Purchase Agreement, and material damage means damage to or destruction of theEunos Ave 3 Property and/or the mechanical and electrical equipment or any part thereofsuch that (1) it is unfit for use or occupation, (2) it is rendered unsafe or inaccessible or(3) it cannot lawfully be used, and (A) which in the opinion of the Sabana REIT’s lendersor mortgagees, adversely affects the value of the Eunos Ave 3 Property or theacceptability of the Eunos Ave 3 Property for to such lender or mortgagee as security or(B) where financial institutions advising Sabana REIT with regard to borrowingprogrammes considers the Eunos Ave 3 Property to be unacceptable to support suchborrowing programmes.

43

Page 62: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Eunos Ave 3 Property Lease Agreement

On completion of the purchase of the Eunos Ave 3 Property, the Trustee will enter into a leaseagreement with General Cars for the second and third storeys of the Eunos Ave 3 Property(“Premises”). The terms of the lease agreement include, among others, the following:

(i) the term of the lease is for a period of five years from the date of completion;

(ii) the annual rent payable by General Cars is as follows:

Lease Year Annual Rent (before GST) (S$)

First Year 1,323,475

Second Year 1,336,710

Third Year 1,350,077

Fourth Year 1,363,578

Fifth Year 1,377,213

(iii) the rent for the first three years of the lease shall be paid by General Cars in advance onthe completion of the sale and purchase of the Eunos Ave 3 Property;

(iv) at the start of each year, the total rent paid in advance by General Cars, less the projectedrent for the next year, shall be treated as if it were placed in Shari’ah compliant fixeddeposit accounts with Shari’ah compliant banks, although it shall be retained by theTrustee for its use in its absolute discretion, and in that regard, the Trustee shall obtainquotations of profit rates from Shari’ah compliant banks and calculate the amount ofShari’ah compliant income that shall be accrued from the advance rent. If at the expiry ofthe lease General Cars is not in breach of any of its obligations under the lease, theaccrued Shari’ah compliant income shall be paid by the Trustee to General Cars;

(v) prior to the commencement of the fourth year of the lease, General Cars is required toprovide to the Trustee a security deposit equivalent to 15 months’ rent for the fourth yearof the lease and 12 months’ rent for the fifth year of the lease, as security for complianceby General Cars with all the provisions in the lease agreement and as security for theTrustee in respect of any loss or damage resulting from any default by General Carsunder the lease agreement;

(vi) if the security deposit is paid in cash, it shall be treated as if it were placed in Shari’ahcompliant fixed deposit accounts with Shari’ah compliant banks, although it shall beretained by the Trustee for its use in its absolute discretion, and in that regard, theTrustee shall obtain quotations of profit rates from Shari’ah compliant banks and calculatethe amount of Shari’ah compliant income that shall be accrued from the security deposit.If at the expiry of the lease the Trustee has not made any deductions to the securitydeposit, the accrued Shari’ah compliant income from the security deposit shall be paid bythe Trustee to General Cars;

(vii) General Cars shall take out and keep in force insurance policies (a comprehensive publicliability insurance policy) in respect of the Premises;

(viii) if the Eunos Ave 3 Property is acquired by any relevant authority or if a notice, order orgazette notification is issued, made or published in respect of the intended or actualacquisition of the Eunos Ave 3 Property by any relevant authority, the Trustee mayterminate the lease agreement by giving written notice to General Cars;

44

Page 63: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(ix) if the Premises are destroyed or damaged by fire, and the Trustee decides that suchdestruction or damage make its repair impracticable or undesirable, the Trustee mayterminate the lease agreement without compensation; and

(x) the Trustee shall grant an option to renew the lease of the Premises for a term of threeyears, with the revised rent to be mutually agreed between the parties.

Eunos Ave 3 Property Service Agreement

On completion of the purchase of the Eunos Ave 3 Property, the Trustee will enter into aservice agreement with General Cars to appoint General Cars as the service provider tooperate, maintain and manage the Eunos Ave 3 Property, and to provide lease managementservices in relation to the Eunos Ave 3 Property. The terms of the service agreement include,among others, the following:

(i) the term of the service agreement shall be co-terminous with the lease agreement;

(ii) the Trustee shall pay General Cars a fixed sum per annum for the outgoings andoperating expenses of the Eunos Ave 3 Property (“OOE”), such fixed sum to be payableby 12 equal monthly instalments, in arrears as follows:

Year OOE per Annum (S$)

First Year 488,692.00

Second Year 494,312.00

Third Year 499,988.20

Fourth Year 505,721.16

Fifth Year 511,511.45

(iii) the OOE per annum set out above is inclusive of the service fee of S$12,000 per annumpayable by the Trustee to General Cars for their provision of the services under theservice agreement;

(iv) if the actual annual outgoings and actual expenses incurred for the Eunos Ave 3 Propertyfor any particular year exceeds the OOE as set out above, such excess shall be bornesolely by General Cars and the Trustee shall not be liable to General Cars for any excessoutgoings and operating expense actually incurred by General Cars in carrying out itsobligations under the service agreement;

(v) General Cars shall indemnify the Trustee against all claims, demands, actions,proceedings, judgements, damages, losses, costs and expenses of any nature which theTrustee may suffer or incur arising from death, injury, loss and/or damage caused, directlyor indirectly, by any act or omission of the General Cars, its employees, agents, permittedoccupiers or independent contractors at the Eunos Ave 3 Property, and any default byGeneral Cars, its employees, agents, permitted occupiers or independent contractors incomplying with the provisions of the service agreement;

(vi) General Cars shall indemnify the Trustee against all claims, demands, actions,proceedings, judgements, damages, losses, costs and expenses of any nature which theTrustee may suffer or incur arising from death, injury, loss and/or damage caused, directlyor indirectly, by any default by any occupier at the Eunos Ave 3 Property, its employees,agents, permitted occupiers or independent contractors in complying with the provisionsof the tenancy agreements;

45

Page 64: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(vii) General Cars shall indemnify the Trustee against all claims, demands, actions,proceedings, judgements, damages, losses, costs and expenses of any nature which theTrustee may suffer or incur arising from death, injury, loss and/or damage caused, directlyor indirectly, by any occurrences in the Eunos Ave 3 Property or the use or occupation ofthe Eunos Ave 3 Property by any occupier at the Eunos Ave 3 Property, or by any ofGeneral Car’s and the occupiers’ employees, agents, permitted occupiers, invitees orindependent contractors;

(viii) General Cars shall attend to all requests and complaints by any tenant at the Eunos Ave3 Property and shall keep the Trustee promptly notified and updated on all such requestsand complaints;

(ix) General Cars shall be authorised to provide written consent to a tenant, as required underthe terms of its occupational agreement, save that where the action of the tenant affectsthe structure or gross floor area of the Eunos Ave 3 Property, or is subject to any healthor safety requirements from any relevant authority, General Cars shall not provide suchwritten consent to the tenant without first seeking the written consent of the Trustee;

(x) upon the termination of the service agreement, and at the Trustee’s request, GeneralCars shall assign or novate all existing service contracts at the Eunos Ave 3 Property tothe Trustee or such other party nominated by the Trustee;

(xi) General Cars shall be responsible for the maintenance and repair of the Eunos Ave 3Property, including keeping the Eunos Ave 3 Property clean and in good and tenantablerepair and condition, and repairing and maintaining the mechanical and electricalequipment therein;

(xii) General Cars shall be responsible for and bear the cost and expense of any replacementof mechanical and electrical equipment, including without limitation carrying out completeoverhauls of the mechanical and electrical equipment in respect of the Eunos Ave 3Property, up to a maximum of S$100,000 a year;

(xiii) General Cars shall be liable for and bear the cost of any structural surveys of the EunosAve 3 Property and all periodic inspections which are required by the relevant authorities;

(xiv) General Cars shall provide lease management services to the Trustee, such as marketingvacant space at the Eunos Ave 3 Property, selecting the prospective tenant for suchspace, subject to the Trustee’s approval and certain conditions as set out in the serviceagreement, collecting rent and conducting management of rental arrears in respect ofeach tenant and managing and dealing with breaches by the tenant under its occupationalagreement;

(xv) General Cars shall ensure that the tenants comply with their obligations under theiroccupational agreements;

(xvi) General Cars will, on the Trustee’s behalf but at General Cars’ own cost and expense,promptly pay all property tax and all increases thereof from time to time, imposed by IRASon the Eunos Ave 3 Property in respect of the period from (and including) the completiondate up to and including the date of expiry or earlier termination of the lease term,whether such property tax is levied or increased before, on or after the expiry or earliertermination of the lease term;

(xvii) General Cars shall take out and keep in force insurance policies (specifically industrialspecial risks policy and comprehensive public liability insurance policy) in respect of theEunos Ave 3 Property; and

46

Page 65: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(xviii)at the end of the service term, in respect of units which are vacant and the units wherethe occupational agreements have expired or terminated, General Cars is required toreinstate these premises and the common areas of the Eunos Ave 3 Property to theoriginal state and condition as stated in the condition report.

Acquisition of the Changi South Property

Changi South Property PCOA

The exercise of the put or call option in the Changi South Property PCOA in order for theparties to enter into the purchase agreement for the sale and purchase of the Changi SouthProperty (“Changi South Purchase Agreement”) is conditional upon the fulfilment or waiver(as the case may be) of, inter alia, the following conditions precedent:

(i) the receipt of JTC’s confirmation that: (a) there is no subsisting breach by Freight Linksof the terms of the JTC head lease; (b) Freight Links has performed and complied in allrespects with the terms and conditions of the JTC head lease; and (c) the fixedinvestment criteria (as defined in the JTC head lease) has been met and that the furtherterm of 30 years commencing 16 November 2026 will be granted;

(ii) the receipt of the approval of: (a) JTC to the proposed sale of the Changi South Propertyby Freight Links to the Trustee subject to certain terms and conditions; (b) JTC and allother relevant authorities to the lease of parts of the Changi South Property by theTrustee to Freight Links in accordance with the lease agreement and commencing oncompletion; and (c) JTC to the transfer of existing occupational agreements by way ofassignment from Freight Links to the Trustee;

(iii) Freight Links and the Trustee accepting the terms of the approval of JTC and the relevantauthorities within the relevant period stipulated in the approvals;

(iv) the approval of unitholders in Sabana REIT passed at an extraordinary general meetingapproving the acquisition of the Changi South Property, if required;

(v) the approval of any lender to Sabana REIT, if required;

(vi) the successful equity fund raising by Sabana REIT, where applicable;

(vii) the Trustee certifying, in its absolute discretion that on the date of such certification, theAggregate Leverage of Sabana REIT does not exceed the Aggregate Leverage limit asprescribed in the Property Funds Appendix;

(viii) unless specifically waived by the relevant party in writing, a party not being in breach ofany provision of the Changi South Property PCOA (including but not limited to therepresentations and warranties therein) or not having failed to perform and comply in allrespects with any of the covenants and agreements referred to in the Changi SouthProperty PCOA or none of the representations and warranties contained therein beingunfulfilled, untrue or incorrect;

(ix) there being no cessation of business of either party, resolution or court order passed forthe winding up of Freight Links, the appointment of a liquidator, receiver or judicialmanager, any distress, attachment or other legal process levied, enforced or sued out onor against the Changi South Property;

(x) the approval of the Board of Directors of the Manager;

47

Page 66: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(xi) the approval of Oversea-Chinese Banking Corporation Limited, the existing mortgagee ofthe Changi South Property, if required; and

(xii) Freight Links does not hold any original builders’ and suppliers’ guarantees, undertakingsand warranties furnished to the Freight Links or its agents relating to the Changi SouthProperty or the Mechanical and Electrical Equipment.

In addition, the Changi South Property PCOA contains, inter alia, the following terms andconditions:

(i) upon the fulfilment of the conditions precedent, Sabana REIT may exercise the call optionduring the period of 10 business days after Sabana REIT issues its notice to Freight Linksof the fulfilment of conditions precedent (“Changi South Call Option Notice Period), forFreight Links to sell the Changi South Property to the Trustee;

(ii) if the Trustee does not exercise the call option during the Changi South Call Option NoticePeriod, Freight Links may exercise the put option during a period of five business daysafter the expiry of the Changi South Call Option Notice Period, for the Trustee to purchasethe Changi South Property; and

(iii) upon the exercise of the call option or put option by either Sabana REIT or Freight Linksrespectively, the parties shall be deemed to have entered into a binding contract for thesale and purchase of the Changi South Property, the terms of which are found in thePCOA and purchase conditions annexed thereto.

The Changi South Purchase Agreement

The Changi South Purchase Agreement contains, inter alia, the following terms and conditions:

(i) the completion of the purchase of the Changi South Property is subject to the conditionthat the Trustee is not of the opinion that at any time after the date of the Changi SouthPurchase Agreement (a) the Aggregate Leverage of Sabana REIT has exceeded theAggregate Leverage limit prescribed in the Property Funds Appendix or (b) with thecompletion of the purchase of the Changi South Property, the Aggregate Leverage ofSabana REIT will exceed the Aggregate Leverage limit prescribed in the Property FundsAppendix;

(ii) the sale includes the mechanical and electrical equipment located in the Changi SouthProperty;

(iii) the purchase consideration is S$23,000,000;

(iv) on completion, the Trustee will enter into a lease agreement with Freight Links for a leaseof parts of the Changi South Property, the principal terms of which are summarised below;

(v) on completion, the Trustee will enter into a service agreement with Freight Links, for theprovision of lease, property management and maintenance services by Freight Links inrespect of the Changi South Property, the principal terms of which are summarised below;

(vi) certain limited representations and warranties are made by Freight Links, such asrepresentations and warranties relating to compliance with laws, litigation, equipment,title and property matters (such as structural defects), environmental laws and propertytax;

(vii) if prior to completion, the government acquires or gives notice of acquisition or intendedacquisition of the Changi South Property or any part of the Changi South Property, theTrustee is entitled to rescind the Changi South Purchase Agreement; and

48

Page 67: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(viii) if there is material damage prior to completion, the Trustee is entitled to rescind theChangi South Purchase Agreement, and material damage means damage to the ChangiSouth Property such that the building or any part of the same is damaged or destroyedso that: (1) it is unfit for use or occupation, (2) it is rendered unsafe or inaccessible or (3)it cannot lawfully be used, and (A) which in the opinion of Sabana REIT’s lenders ormortgagees, adversely affects the value of the Changi South Property or the acceptabilityof the Changi South Property to such lender or mortgagee as security or (B) wherefinancial institutions advising Sabana REIT with regard to borrowing programmesconsiders the Changi South Property to be unacceptable to support such borrowingprogrammes.

Changi South Property Lease Agreement

On completion of the purchase of the Changi South Property, the Trustee will enter into a leaseagreement with Freight Links for parts of the Changi South Property together with themechanical and electrical equipment in the Changi South Property. The terms of the leaseagreement include, among others, the following:

(i) the term of the lease is for a period of 10 years from the date of completion;

(ii) fixed rent is payable by Freight Links on a monthly basis in advance and the fixed rentpayable is as follows:

YearFixed Rent per Year

(S$)Fixed Rent per

Month (S$)

First Year 1,643,216.16 136,934.68

Second Year 1,663,872.32 138,656.03

Third Year 1,684,735.04 140,394.59

Fourth Year 1,501,744.48 125,145.37

Fifth Year 1,516,641.92 126,386.83

Sixth Year 1,531,688.34 127,640.70

Seventh Year 1,546,885.22 128,907.10

Eighth Year 1,562,234.08 130,186.17

Ninth Year 1,577,736.42 131,478.04

Tenth Year 1,593,393.78 132,782.82

(iii) from the First Year to the Third Year (both dates inclusive), Freight Links will providerental income support to Sabana REIT and the guaranteed net property rent which isprovided to Sabana REIT is set out below:

YearGuaranteed Net Property Rent

(before GST) (S$)

First Year 2,077,616.16

Second Year 2,098,272.32

Third Year 2,119,135.04

49

Page 68: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(iv) from the First Year to the Third Year (both dates inclusive):

(a) Freight Links shall: (A) undertake, at Freight Links’ own cost and expense, themaintenance, repair and replacement of mechanical and electrical equipment on theChangi South Property; and (B) undertake, at Sabana REIT’s cost and expense, allcapital expenditures, overhauls and necessary replacements of all internal andexternal structural parts of the building on the Changi South Property;

(b) Sabana REIT shall be responsible for the maintenance of all structural parts of thebuilding on the Changi South Property and the necessary repairs of the internaland/or external structural parts of the building on the Changi South Property; and

(c) Freight Links shall, as agent for Sabana REIT, pay all property tax on the ChangiSouth Property.

(v) from the Fourth Year to the Tenth Year (both dates inclusive):

(a) Freight Links (70%) and Sabana REIT (30%) shall jointly bear the costs of: (A) themaintenance and repair of mechanical and electrical equipment on the Changi SouthProperty; and (B) the maintenance and management of the common property on theChangi South Property;

(b) Freight Links shall undertake, at Sabana REIT’s cost and expense, all capitalexpenditures, overhauls and necessary replacements of: (A) all mechanical andelectrical equipment and air-conditioning systems on the Changi South Property;and (B) all internal and external structural parts of the building on the Changi SouthProperty including the roof;

(c) (if property tax is assessed on the Changi South Property as a whole) Freight Links(70%) and Sabana REIT (30%) shall jointly bear all property tax on the Changi SouthProperty;

(d) (if property tax is assessed on individual units in the building on the Changi SouthProperty), Freight Links shall at its own cost and expense and as agent for SabanaREIT pay all property tax imposed on Freight Links’ leased premises and thecommon property;

(e) Freight Links shall, at its own cost and expense, take out (among others) anindustrial special risks insurance policy and a comprehensive public liabilityinsurance policy in respect of Freight Links’ leased premises; and

(vi) if the Changi South Property is acquired by any relevant authority or if a notice, order orgazette notification is issued, made or published in respect of the intended or actualacquisition of the Changi South Property by any relevant authority, Sabana REIT mayterminate the lease agreement by giving written notice to Freight Links.

Changi South Property Service Agreement

On completion of the purchase of the Changi South Property, the Trustee will enter into aservice agreement with Freight Links to appoint Freight Links as the service provider toundertake lease, property management and maintenance services to the Changi SouthProperty. The terms of the service agreement include, among others, the following:

(i) the term of the service agreement shall expire on the expiry or earlier determination of thelease agreement;

50

Page 69: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(ii) the service fee of S$1,000.00 per month (subject to GST) is payable by Sabana REITwithin 60 days from the date of Sabana REIT’s receipt of Freight Links’ invoice, andpayment of the service fee shall be suspended when there are no existing occupiers (andFreight Links) at the Changi South Property;

(iii) Freight Links shall indemnify Sabana REIT against all claims, demands, actions,proceedings, judgements, damages, losses, costs and expenses of any nature whichSabana REIT may suffer or incur arising from death, injury, loss and/or damage caused,directly or indirectly, by any act or omission of Freight Links, its employees, agents,permitted occupiers or independent contractors at the Changi South Property, and anydefault by Freight Links, its employees, agents, permitted occupiers or independentcontractors in complying with the provisions of the service agreement;

(iv) Freight Links shall attend to all requests and complaints by any occupier at the ChangiSouth Property and shall keep Sabana REIT promptly notified and updated on all suchrequests and complaints;

(v) Freight Links shall be authorised to provide written consent to an occupier, as requiredunder the terms of its occupation agreement, save that where the action of the occupieraffects the structure or gross floor area of the Changi South Property, or is subject to anyhealth or safety requirements from any relevant authority, Freight Links shall not providesuch written consent to the occupier without first seeking the written consent of SabanaREIT; and

(vi) the scope of services to be provided by Freight Links include, inter alia, (a) maintenanceand provision of utilities to the Changi South Property, (b) providing lease managementservices to the Trustee, and (c) ensuring the occupiers comply with their obligations undertheir occupation agreements.

INTERESTED PERSON TRANSACTION AND INTERESTED PARTY TRANSACTION

As at the Latest Practicable Date, the Sponsor, through SIP, holds a 51.0% interest in theManager, and is therefore a “controlling shareholder” of the Manager under the Listing Manualand the Property Funds Appendix. As Freight Links is a wholly-owned subsidiary of theSponsor and it is also the vendor of the Changi South Property, for the purposes of Chapter9 of the Listing Manual and Paragraph 5 of the Property Funds Appendix, Freight Links is an“interested person” (for the purpose of Chapter 9 of the Listing Manual) and an “interestedparty” (for the purpose of Paragraph 5 of the Property Funds Appendix) of Sabana REIT. TheManager will be seeking Unitholders’ approval for Sabana REIT’s proposed acquisition of theChangi South Property at the Extraordinary General Meeting.

51

Page 70: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

This section should be read together with the selected financial data from the FinancialStatements which are set out in Appendix A. Such selected financial data should be readtogether with the relevant notes to the Financial Statements, where applicable, which areavailable on the website of Sabana REIT at http://www.sabana-reit.com and are also availablefor inspection during normal business hours at the registered office of the Manager at 151Lorong Chuan, #02-03 New Tech Park, Singapore 556741, from the date of this OfferInformation Statement up to and including the date falling six (6) months after the date of thisOffer Information Statement1.

Save for the Financial Statements which are deemed incorporated into this Offer InformationStatement by reference, the information contained in the website of Sabana REIT does notconstitute part of this Offer Information Statement.

STATEMENTS OF TOTAL RETURN AND DISTRIBUTION STATEMENTS

Selected financial data from the FY2013 Audited Financial Statements, the FY2014 AuditedFinancial Statements, the FY2015 Audited Financial Statements and the 9M 2016 UnauditedFinancial Statements is set out in Appendix A. Financial data relating to (i) DPU, (ii) pro formaDPU to reflect the Transactions, (iii) earnings per Unit (“EPU”), (iv) adjusted EPU to reflect theRights Issue only and (v) pro forma EPU to reflect the Transactions, among others, are alsoset out in Appendix A. Such selected financial data should be read together with the relevantnotes to the Financial Statements where applicable.

STATEMENTS OF FINANCIAL POSITION AND CONSOLIDATED STATEMENT OF CASHFLOWS

Selected financial data from the FY2013 Audited Financial Statements, the FY2014 AuditedFinancial Statements, the FY2015 Audited Financial Statements and the 9M 2016 UnauditedFinancial Statements, including the line items in the consolidated statements of financialposition and consolidated statements of cash flows of Sabana REIT, NAV per Unit, andadjusted NAV per Unit to reflect the issuance of the Rights Units and pro forma NAV per Unitto reflect the Transactions are also set out in Appendix A.

Such selected financial data should be read together with the relevant notes to the FinancialStatements.

LIQUIDITY AND CAPITAL RESOURCES

Selected financial data from the FY2015 Audited Financial Statements and the 9M 2016Unaudited Financial Statements is set out in Appendix A. Such selected financial data andinformation should be read together with the relevant notes to the Financial Statements.

FY2015

The cash balance of Sabana REIT decreased by S$1.9 million to S$10.4 million as at 31December 2015 from S$12.3 million as at 31 December 2014. The decrease was mainly dueto S$70.5 million of cash used in financing activities and S$1.4 million of cash used in investingactivities, partially offset by S$70.0 million of cash generated from operating activities.

1 Prior appointment with the Manager will be appreciated.

52

Page 71: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The net cash used in financing activities was mainly attributable to the repayment ofborrowings of S$29.8 million, finance costs paid of S$19.3 million and the distributions paid toUnitholders of S$50.4 million, which were partially offset by proceeds from borrowings, net oftransaction costs paid, of S$29.0 million.

The net cash used in investing activities was mainly attributable to capital expenditure oninvestment properties of S$1.5 million.

In addition, Sabana REIT had undrawn committed revolving credit facilities of S$40.0 millionas at 31 December 2015.

9M 2016

The cash balance of Sabana REIT decreased by S$1.6 million to S$8.8 million as at 30September 2016 from S$10.4 million as at 31 December 2015. The decrease was mainly dueto S$93.3 million of cash used in financing activities, partially offset by S$53.1 million of cashgenerated from investing activities and S$38.6 million of cash generated from operatingactivities.

The net cash used in financing activities was mainly due to the repayment of borrowings ofS$148.0 million, finance costs paid of S$16.1 million and the distributions to Unitholders ofS$29.9 million, which were partially offset by proceeds from borrowings, net of transactioncosts paid, of S$100.7 million.

The net cash generated from investing activities was from the divestment of 200 Pandan Loopand 3 Kallang Way 2A for a total of S$54.6 million in March 2016 and partially offset by capitalexpenditure on investment properties of S$1.5 million.

In addition, Sabana REIT had undrawn committed revolving credit facilities of S$56.1 millionas at 30 September 2016.

FINANCIAL REVIEW

The following sets out the management’s discussion and analysis on significant factors,including any unusual or infrequent event or new development, which materially affectedincome available for distribution to Unitholders after tax, including significant components ofrevenue or expenditure relating to distribution to Unitholders after tax for the financial yearsor periods referred to below.

Management’s Discussion and Analysis of Financial Condition and Results ofOperations

FY2014

Gross revenue for FY2014 was S$100.3 million, an increase of S$10.9 million or 12.1% ascompared to FY2013. The increase was mainly due to the net effect of the following:

(a) full-year contribution from 508 Chai Chee Lane which was acquired on 26 September2013; and

(b) higher gross rental contribution from 151 Lorong Chuan, which was converted from aproperty leased under a master lease arrangement into a multi-tenanted property on 26November 2013.

53

Page 72: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Despite this, NPI for FY2014 declined by S$7.4 million or 9.2% against FY2013 mainly due tothe increase in property operating expenses arising from the higher property tax, service,repairs, maintenance, utilities and applicable land rent expenses in line with the conversion offour master lease properties (151 Lorong Chuan, 8 Commonwealth Lane, 200 Pandan Loopand 123 Genting Lane) to multi-tenanted properties in the fourth quarter of FY2013. Theseexpenses were previously borne by the master tenants.

Net finance costs for FY2014 were higher by S$4.2 million or 20.9% against FY2013. Theincrease was mainly due to the effects of the following:

(a) non-recurring break costs and unamortised transaction costs being written off andtermination of the profit rate swaps associated with the refinancing of certain existingterm facilities under the Original Master Murabaha Agreement (“Non-recurring FinanceCosts”); and

(b) higher financing costs on higher outstanding borrowings in FY2014 over FY2013 arisingfrom additional borrowings to partially fund the acquisitions of 508 Chai Chee Lane inSeptember 2013 and 10 Changi South Street 2 in December 2014.

Consequently, for FY2014, Sabana REIT achieved distributable income of S$51.6 million, a16.4% decrease compared to FY2013. The resultant DPU for FY2014 was 7.33 cents,representing a 21.9% decrease as compared to FY2013.

FY2015

Gross revenue for FY2015 was S$100.8 million, which was 0.5% higher as compared toFY2014. This was mainly due to the full-year contribution from 10 Changi South Street 2 whichwas acquired on 15 December 2014.

Despite this, NPI for FY2015 declined marginally by 1.8% to S$71.6 million. This wasattributed mainly to the following:

(a) higher property operating expenses in line with the conversion of three master-tenantedproperties (23 Serangoon North Avenue 5, 34 Penjuru Lane and 15 Jalan Kilang Barat)(collectively, the “Master-tenanted Properties”) into multi-tenanted lease arrangementsas well as the conversion of certain master leases from triple-net to non-triple-nettenancies in the fourth quarter of FY2015 (“4Q 2015”); and

(b) negative rental reversions for certain master leases renewals in 4Q 2015 and overalllower occupancy levels in 4Q 2015 as compared to the fourth quarter of FY2014.

Net finance costs for FY2015 were lower by S$3.1 million or 12.5% against FY2014. Thedecrease is mainly due to the one-off Non-recurring Finance Costs in FY2014.

Consequently for FY2015, Sabana REIT achieved distributable income of S$50.1 million, a2.9% decrease compared to FY2014. The resultant DPU for FY2015 was 6.85 cents,representing a 6.5% decrease as compared to FY2014.

54

Page 73: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

9M 2016

Gross revenue achieved for 9M 2016 of S$69.3 million was 9.2% lower than the correspondingperiod in the previous year (“9M 2015”) mainly due to:

(a) negative rental revisions for certain master lease renewals in 4Q 2015;

(b) lower overall portfolio occupancy in 9M 2016 over 9M 2015 largely arising from theconversion of the Master-tenanted Properties into multi-tenanted lease arrangements andthe non-renewal of 218 Pandan Loop upon the expiry of their master leases in 4Q 2015;and

(c) lower contribution from the properties at 200 Pandan Loop and 3 Kallang Way 2A, whichwere divested on 14 March 2016 and 30 March 2016, respectively.

Property expenses of S$26.2 million were also higher by 25.2%, mainly due to the conversionof the Master-tenanted Properties into multi-tenanted lease arrangements, the non-renewal of218 Pandan Loop’s triple-net master lease, the conversion of certain master leases fromtriple-net to non-triple-net tenancies and higher net impairment losses on trade receivableslargely arising from the master lessee at 1 Tuas Avenue 4 whose arrears were in excess of thesecurity deposit held. Hence, NPI for 9M 2016 declined by 22.2% to S$43.0 million.

Consequently for 9M 2016, Sabana REIT achieved distributable income of S$27.7 million, a29.2% decrease compared to 9M 2015. The resultant DPU for 9M 2016 was 3.76 cents,representing a 29.7% decrease as compared to 9M 2015.

Working Capital

Sabana REIT’s internal resources and its available credit facilities have been sufficient for itsworking capital requirements for FY2013, FY2014, FY2015 and 9M 2016.

BUSINESS PROSPECTS AND TREND INFORMATION

According to advance estimates released by the Ministry of Trade and Industry (the “MTI”), theSingapore economy only grew 0.6% in the third quarter of 2016 as compared to the previousyear, which is lower than what the market had expected. Based on a seasonally adjustedquarter-on-quarter annualised basis, overall GDP had contracted 4.1%, which is a reversalfrom the annualised 0.2% growth in the previous quarter.1

1 Source: “Singapore Q3 GDP grows 0.6% year-on-year, below expectations”, The Business Times, 14 October2016. Singapore Press Holdings Ltd. has not provided consent, for purposes of Section 249 (read with Sections302 and 305B) of the SFA, to the inclusion of the information extracted from the relevant article published byit and therefore is not liable for such information under Sections 253 and 254 (both read with Sections 302 and305B) of the SFA. While the Manager has taken reasonable actions to ensure that the information from therelevant article published by The Business Times is reproduced in its proper form and context, and that theinformation is extracted accurately and fairly from such article, none of the Manager, the Joint Lead Managersand Underwriters or any other party has conducted an independent review of the information contained in sucharticle or verified the accuracy of the contents of the relevant information.

55

Page 74: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

In August 2016, the MTI narrowed Singapore’s economy growth forecast to range between1.0% and 2.0%, which is lower than the earlier wider range of between 1.0% and 3.0%.However, according to the latest Authority survey of professional forecasters, the surveypredicted that the economic growth is likely to be at 1.4% for this year and 1.5% for 2017.1

In a recent report by Knight Frank, industrial rents are expected to come under pressure withthe onset of the softening demand and high supply of industrial space in the market. KnightFrank also estimated that the average industrial rents could fall 6% to 8% year-on-year in thefourth quarter of 2016, as industrialists seek to consolidate and relocate in order to cope withthe challenging business climate.2 Accordingly, further downward pressure on rental rates andon the valuation of the properties of Sabana REIT as at 31 December 2016 may be expected.

On 17 November 2016, Sabana REIT renewed the three master leases with the Sponsor’ssubsidiaries that were due to expire in the fourth quarter of 2016. The length of renewal of theaforementioned master leases is one year and will be at the same rent. For the propertylocated at 39 Ubi Road 1, the transition phase for the conversion from master leasearrangement to multi-tenanted arrangement is already completed.

The Manager will continue to be proactive in managing its lease expiry profile, marketing andleasing efforts to increase Sabana REIT’s portfolio occupancy and take necessary measuresto mitigate potential credit risk. The Manager will also continue to evaluate potentialyield-accretive acquisition opportunities both locally and abroad, as well as assetenhancement initiatives to grow Sabana REIT’s portfolio. The Manager also intends to divestunderperforming or non-core assets to recycle Sabana REIT’s capital and is evaluatingopportunities to do so. On the capital management front, the Manager will continue to explorenew ways to diversify funding sources, to improve Sabana REIT’s borrowings maturity profileand to strengthen Sabana REIT’s capital structure.

(See the section entitled “Risk Factors” for a discussion of certain factors to be considered inconnection with an investment in the Rights Units and the Rights Entitlements.)

1 Source: “Economists again cut 2016 Singapore growth forecast to 1.4%”, The Business Times, 14 December2016. Singapore Press Holdings Ltd. has not provided consent, for purposes of Section 249 (read with Sections302 and 305B) of the SFA, to the inclusion of the information extracted from the relevant article published byit and therefore is not liable for such information under Sections 253 and 254 (both read with Sections 302 and305B) of the SFA. While the Manager has taken reasonable actions to ensure that the information from therelevant article published by The Business Times is reproduced in its proper form and context, and that theinformation is extracted accurately and fairly from such article, none of the Manager, the Joint Lead Managersand Underwriters or any other party has conducted an independent review of the information contained in sucharticle or verified the accuracy of the contents of the relevant information.

2 Source: “Industrial rents could dip 6-8% in Q4: Knight Frank”, The Business Times, 1 October 2016. SingaporePress Holdings Ltd. has not provided consent, for purposes of Section 249 (read with Sections 302 and 305B)of the SFA, to the inclusion of the information extracted from the relevant article published by it and thereforeis not liable for such information under Sections 253 and 254 (both read with Sections 302 and 305B) of the SFA.While the Manager has taken reasonable actions to ensure that the information from the relevant articlepublished by The Business Times is reproduced in its proper form and context, and that the information isextracted accurately and fairly from such article, none of the Manager, the Joint Lead Managers andUnderwriters or any other party has conducted an independent review of the information contained in sucharticle or verified the accuracy of the contents of the relevant information.

56

Page 75: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

PRO FORMA FINANCIAL INFORMATION

PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the Transactionson the DPU and NAV per Unit, and the capitalisation of Sabana REIT presented below arestrictly for illustrative purposes and were prepared based on the FY2015 Audited FinancialStatements and the 9M 2016 Unaudited Financial Statements as well as the followingassumptions:

(i) The Rights Issue is completed and 310,712,244 Rights Units are issued at an Issue Priceof S$0.258 per Rights Unit;

(ii) Scenario 1: The Properties will be acquired and the Total Acquisition Cost is assumed tobe approximately S$82.2 million;

(iii) Scenario 2: The approval of Unitholders for the proposed acquisition of the Changi SouthProperty is not obtained and Sabana REIT proceeds to complete the acquisition of theEunos Properties only for an estimated total acquisition cost of approximately S$57.0million (comprising purchase consideration of S$54.5 million and estimated stamp duty,professional and other fees and expenses incurred or to be incurred of approximately$2.5 million, in connection with the Eunos Properties). The remaining net proceeds ofS$19.8 million from the Rights Issue would be deployed to repay short-term borrowings;

(iv) (in the case of Scenario 1) the acquisition fee of approximately S$0.2 million for theChangi South Property is payable to the Manager wholly in Units based on the TERP ofS$0.432 per Unit; and

(v) for FY2015 and 9M 2016, the Manager had elected to receive 80.0% of its basemanagement fee in Units issued and the remaining 20.0% in cash.

FINANCIAL YEAR ENDED 31 DECEMBER 2015

Pro Forma DPU and Pro Forma DPU Yield

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the Transactionson Sabana REIT’s DPU and DPU yields for FY2015, as if the Transactions were completed on1 January 2015, and held the Properties or the Eunos Properties under the respectivescenarios through to 31 December 2015 are as follows:

FY2015

Before theTransactions

After the Transactions

Scenario 1(1) Scenario 2(2)

Income available for distribution for the year(S$’000) 50,135 56,421(3) 55,420(4)

Units in issue and to be issued (’000) 734,027(5) 1,045,989(6) 1,045,244(7)

DPU (cents) 6.85 5.41(3) 5.32(4)

DPU yield (%) 13.6(8) 12.5(9) 12.3(9)

DPU yield (%) based on Issue Price N.A. 21.0 20.6

Notes:

(1) Assuming Sabana REIT has owned the Properties from 1 January 2015.

(2) Assuming Sabana REIT has owned the Eunos Properties from 1 January 2015.

57

Page 76: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(3) Assuming all-in cost of new borrowings to fund the remaining Total Acquisition Cost of approximately S$5.2

million was 4.2%, being the average all-in cost of borrowings as at 31 December 2015.

(4) Assuming that approximately S$19.8 million meant for the Changi South Property is used instead to repay

short-term borrowings where the average all-in cost of new borrowings was 4.2%, being the average all-in cost

of borrowings as at 31 December 2015.

(5) Number of Units issued and to be issued as at 31 December 2015.

(6) Includes (i) 310,712,244 Rights Units issued, (ii) approximately 0.5 million Units issued to the Manager as

Acquisition Fee Units and (iii) approximately 0.8 million Units issued and issuable to the Manager as 80% of the

base management fees for FY2015.

(7) Includes (i) 310,712,244 Rights Units issued and (ii) approximately 0.5 million Units issued and issuable to the

Manager as 80% of the base management fees for FY2015.

(8) Based on the Closing Price of S$0.505 per Unit.

(9) Based on TERP of S$0.432 per Unit.

Pro Forma NAV per Unit

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the Transactionson the NAV per Unit as at 31 December 2015, as if Sabana REIT had completed theTransactions under the respective scenarios on 31 December 2015, are as follows:

As at 31 December 2015

Before theTransactions

After the Transactions

Scenario 1 Scenario 2

NAV (S$’000) 653,741 725,998 728,039

Units in issue and to be issued (’000) 734,027(1) 1,045,271(2) 1,044,739(3)

NAV per Unit (S$) 0.89 0.69 0.70

Notes:

(1) Number of Units issued and to be issued as at 31 December 2015.

(2) Includes (i) 310,712,244 Rights Units issued and (ii) approximately 0.5 million Units issued to the Manager as

Acquisition Fee Units.

(3) Includes 310,712,244 Rights Units issued.

58

Page 77: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Pro Forma Capitalisation

FOR ILLUSTRATIVE PURPOSES ONLY: The following table sets forth the pro formacapitalisation of Sabana REIT as at 31 December 2015, as if Sabana REIT had completed theTransactions under the respective scenarios on 31 December 2015.

As at 31 December 2015

Before theTransactions

After the Transactions

Scenario 1 Scenario 2

Current borrowings

Secured (S$’000) 147,288 147,288 127,490(2)

Non-current borrowings

Unsecured (S$’000) 230,696 230,696 230,696

Secured (S$’000) 103,100 108,343(1) 103,100

Total borrowings (S$’000) 481,084 486,327 461,286

Unitholders’ funds (S$’000) 653,741 725,998 728,039

Total capitalisation 1,134,825 1,212,325 1,189,325

Notes:

(1) Includes approximately S$5.2 million of secured borrowings drawn to fund the remaining Total Acquisition Cost.

(2) Assuming approximately S$19.8 million meant for the Changi South Property is used instead to repayoutstanding current secured borrowings.

9 MONTHS ENDED 30 SEPTEMBER 2016

Pro Forma DPU and Pro Forma DPU Yield

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the Transactionson Sabana REIT’s DPU and DPU yields for 9M 2016, as if the Transactions were completedon 1 January 2016, and held the Properties or the Eunos Properties under the respectivescenarios through to 30 September 2016 are as follows:

9M 2016

Before theTransactions

After the Transactions

Scenario 1(1) Scenario 2(2)

Income available for distribution for theperiod (S$’000) 27,691 32,409(3) 31,641(4)

Units in issue and to be issued (’000) 739,791(5) 1,051,574(6) 1,050,882(7)

DPU (cents) 3.76 3.09(3) 3.02(4)

Annualised DPU yield (%) 9.9(8) 9.6(9) 9.3(9)

Annualised DPU yield (%) based on IssuePrice N.A. 16.0 15.6

Notes:

(1) Assuming Sabana REIT has owned the Properties from 1 January 2016.

(2) Assuming Sabana REIT has owned the Eunos Properties from 1 January 2016.

(3) Assuming all-in cost of new borrowings to fund the remaining Total Acquisition Cost of approximately S$5.2million was 4.1%, being the average all-in cost of borrowings as at 30 September 2016.

(4) Assuming that approximately S$19.8 million meant for the Changi South Property is used instead to repayshort-term borrowings where the average all-in cost of new borrowings was 4.1%, being the average all-in costof borrowings as at 30 September 2016.

(5) Number of Units issued and to be issued as at 30 September 2016.

59

Page 78: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(6) Includes (i) 310,712,244 Rights Units issued, (ii) approximately 0.5 million Units issued to the Manager asAcquisition Fee Units and (iii) approximately 0.6 million Units issued and issuable to the Manager as 80% of thebase management fees for 9M 2016.

(7) Includes (i) 310,712,244 Rights Units issued and (ii) approximately 0.4 million Units issued and issuable to theManager as 80% of the base management fees for 9M 2016.

(8) Based on the Closing Price of S$0.505 per Unit.

(9) Based on TERP of S$0.432 per Unit.

Pro Forma NAV per Unit

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the Transactionson the NAV per Unit as at 30 September 2016, as if Sabana REIT had completed theTransactions under the respective scenarios on 30 September 2016, are as follows:

As at 30 September 2016

Before theTransactions

After the Transactions

Scenario 1 Scenario 2

NAV (S$’000) 596,382 668,639 670,680

Units in issue and to be issued (’000) 739,791(1) 1,051,035(2) 1,050,503(3)

NAV per Unit (S$) 0.81 0.64 0.64

Notes:

(1) Number of Units issued and to be issued as at 30 September 2016.

(2) Includes (i) 310,712,244 Rights Units issued and (ii) approximately 0.5 million Units issued to the Manager asAcquisition Fee Units.

(3) Includes 310,712,244 Rights Units issued.

Pro Forma Capitalisation

FOR ILLUSTRATIVE PURPOSES ONLY: The following table sets forth the pro formacapitalisation of Sabana REIT as at 30 September 2016, as if Sabana REIT had completed theTransactions under the respective scenarios on 30 September 2016.

As at 30 September 2016

Before theTransactions

After the Transactions

Scenario 1 Scenario 2

Current borrowings

Unsecured (S$’000) 42,276 42,276 42,276

Secured (S$’000) 85,935 85,935 66,137(2)

Non-current borrowings

Unsecured (S$’000) 189,082 189,082 189,082

Secured (S$’000) 118,410 123,653(1) 118,410

Total borrowings (S$’000) 435,703 440,946 415,905

Unitholders’ funds (S$’000) 596,382 668,639 670,680

Total capitalisation 1,032,085 1,109,585 1,086,585

Notes:

(1) Includes approximately S$5.2 million of secured borrowings drawn to fund the remaining Total Acquisition Cost.

(2) Assuming approximately S$19.8 million meant for the Changi South Property is used instead to repayoutstanding current secured borrowings.

60

Page 79: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

RISK FACTORS

The risks described below should be carefully considered before making an investmentdecision in relation to the Rights Entitlements, the Rights Units or the Units. The risksdescribed below are not the only ones relevant to Sabana REIT, the Manager, the Trustee, theRights Entitlements, the Rights Units or the Units. These risk factors are not intended to beexhaustive and, in particular, are not intended to repeat the risk factors set out in theprospectus dated 22 November 2010 in connection with the listing of Sabana REIT on theSGX-ST (the “Prospectus”), certain of which may continue to be applicable to Sabana REIT.Details of the risk factors relating to the Existing Portfolio which continue to be applicable toSabana REIT can be found in the Prospectus. Additional risks not described below or notpresently known to the Manager and/or the Trustee or that it/they currently deem(s) immaterialmay also impair the business operations of Sabana REIT. The business, financial condition orresults of operations of Sabana REIT could be materially and adversely affected by any ofthese risks.

RISKS ASSOCIATED WITH THE ACQUISITIONS

Sabana REIT’s acquisition of the Properties is subject to risks associated with theacquisition of real estate.

The Manager believes that reasonable due diligence investigations with respect to theProperties have been conducted and that, based on the due diligence commissioned by theManager, no material defects or deficiencies were found and the Properties are in compliancewith the conditions of such licenses and permits which are material for its operations. However,notwithstanding the above, there is no assurance that any of the Properties will not havedefects or deficiencies requiring repair or maintenance (including design, construction or otherlatent property or equipment defects in any of the Properties which may require additionalcapital expenditure, special repair, maintenance expenses, the payment of damages or otherobligations to third parties) or be affected by breaches of laws and regulations. Such defectsor deficiencies may require significant capital expenditures or obligations to third parties andinvolve significant and unpredictable patterns and levels of expenditure, which may have amaterial adverse effect on Sabana REIT’s earnings and cash flows.

The representations, warranties and indemnities granted in favour of Sabana REIT by theVendors of the Properties are subject to limitations as to their scope and amount and timingof claims which can be made thereunder. There can be no assurance that Sabana REIT wouldbe entitled to be reimbursed or be otherwise successful in recovering monetary compensationunder such representations and warranties for all losses or liabilities suffered or incurred byit as a result of the Acquisitions.

Sabana REIT may not be able to complete the Rights Issue and hence the Acquisitions,and any draw down on its existing borrowings would result in an increase in SabanaREIT’s Aggregate Leverage.

Uncertainties and instability in global market conditions could, among other things, lead to thetermination of the Management and Underwriting Agreement and adversely affect SabanaREIT’s ability to successfully complete the Rights Issue, in which case, it would have to drawdown on its existing borrowings to fund the Acquisitions or not proceed with any of theAcquisitions. Accordingly, this could result in an increase in Sabana REIT’s AggregateLeverage. If Sabana REIT should then, from time to time, require further borrowing to achieveits investment strategy, such increase in its Aggregate Leverage may adversely affect its abilityto make further borrowings.

61

Page 80: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The consequences of this limitation on borrowings may include, inter alia:

• an inability to fund capital expenditure requirements;

• cash flow shortages (including with respect to distributions) which Sabana REIT mightotherwise be able to resolve by borrowing funds; and

• an inability to obtain additional equity or borrowing or be able to obtain such financing onfavourable terms.

The above business consequences may adversely affect Sabana REIT’s financial condition,results of operations and its level of distributable income and Unit price.

Sabana REIT may have to incur new borrowings to complete its acquisition of theProperties.

The Manager intends to partially finance the Total Acquisition Cost with the net proceeds of theRights Issue, where part of the balance is expected to be funded by existing borrowings, newborrowings and/or the internal cash resources of Sabana REIT. If the Manager is required toprocure new borrowings to complete any of the Acquisitions, there is no assurance that theManager will be able to procure new borrowings for Sabana REIT on favourable terms or at all.If Sabana REIT is unable to obtain new borrowings on favourable terms, this may adverselyaffect its business, financial condition and results of operations. If Sabana REIT is unable toobtain any new borrowings, then it may not be able to complete all the Acquisitions and thismay also adversely affect its business, financial condition and results of operation.

The Acquisitions may not yield the returns expected, resulting in disruptions to SabanaREIT’s business and straining of management resources.

The Acquisitions are not immediately yield-accretive and it may not provide positive returns toUnitholders. It may also cause disruptions to Sabana REIT’s operations and divert themanagement’s attention away from day-to-day operations. The new Units issued in connectionwith the Rights Issue for the Acquisitions are also dilutive to existing Unitholdings. (See alsothe risk factor “New issues of Units may cause dilution to existing Unitholders” for furtherexplanation.)

RISKS ASSOCIATED WITH THE RIGHTS ISSUE

The default by the Sponsor Entities, Mr. Khua Hock Su and Mr. Khua Kian Keong of theirobligations to subscribe for and/or pay for their Rights Units may adversely affect theRights Issue.

The Sponsor Entities have undertaken to subscribe in full for their provisional allotment of31,724,570 Rights Units, constituting 10.21% of the Rights Units to be issued under the RightsIssue as well as to subscribe for additional Excess Rights Units representing up toapproximately 8.35% of the Rights Issue to the extent that they remain unsubscribed aftersatisfaction of all applications (if any) for Excess Rights Units by way of placing an excessapplication for 25,942,139 Excess Rights Units. Mr. Khua Hock Su and Mr. Khua Kian Keonghave in aggregate undertaken to subscribe for 5,971,140 Rights Units, constitutingapproximately 1.92% of the Rights Units to be issued under the Rights Issue. The Rights Units(including the Excess Rights Units) undertaken to be subscribed and/or applied for by theSponsor Entities, Mr. Khua Hock Su and Mr. Khua Kian Keong will not be underwritten. Anyfailure or default by the Sponsor Entities, Mr. Khua Hock Su and/or Mr. Khua Kian Keong tosubscribe for and/or pay for their Rights Units may result in the Manager not being able tocomplete the Rights Issue and hence not having sufficient funds to complete the Acquisitions.

62

Page 81: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

An active trading market may not develop for the Rights Entitlements and, even if amarket does develop, the Rights Entitlements may be subject to greater price volatilitythan the current trading price of the Units.

A trading period for the Rights Entitlements has been fixed for 4 January 2017 to 12 January2017. There is no assurance that an active trading market for the Rights Entitlements on theSGX-ST will develop during the Rights Entitlements trading period or that any over-the-countertrading market in the Rights Entitlements will develop. Even if an active market develops, thetrading price of the Rights Entitlements, which depends on the trading price of the Units, maybe volatile. As the Manager may arrange for the sales of the Rights Entitlements of theIneligible Unitholders, such sales may also put downward pressure on the trading price of theRights Entitlements. In addition, the market price of the Rights Entitlements may not reflecttheir actual value.

Unitholders who do not or are not able to accept their provisional allotments of RightsUnits will experience a dilution in their interest in Sabana REIT.

If Unitholders do not or are not able to accept their provisional allotments of Rights Units, theirproportionate interest in Sabana REIT will be reduced. They may also experience a dilution inthe value of their Units. Even if a Unitholder sells his Rights Entitlements, or such RightsEntitlements are sold on his behalf, the consideration he receives may not be sufficient tocompensate him fully for the dilution of his interest in Sabana REIT as a result of the RightsIssue.

In particular, foreign Unitholders whose registered addresses with CDP are outside Singaporewill not be permitted to participate in the Rights Issue by Sabana REIT. The Trust Deedprovides that in relation to any rights issue, the Manager may, in its absolute discretion, electnot to extend an offer of Units under a rights issue to those Unitholders whose addresses, asregistered with CDP, are outside Singapore. The Manager may, at its absolute discretion andif it is practicable to do so, arrange for the Rights Entitlements which would otherwise havebeen provisionally allotted to such Ineligible Unitholders to be sold “nil-paid” on the SGX-STas soon as practicable after dealings in the Rights Entitlements commence. Such sales may,however, only be effected if the Manager, in its absolute discretion, determines that theproceeds from such sales can at least cover the expenses to be incurred in relation thereto.There is no guarantee that such sale will be successful, and even if successful, the proceedsof any such sale may not be sufficient to compensate him fully for the dilution of his unitholdingas a result of the Rights Issue.

The Issue Price of the Rights Units is not an indication of the underlying value of theUnits.

The Issue Price of the Rights Units was determined based on the last traded price of the Unitson the SGX-ST on 19 December 2016, being the last trading day of the Units on the SGX-STprior to the release of the announcement of the Rights Issue on 20 December 2016. The IssuePrice was set at a discount to the Closing Price and to the TERP at that time. The Issue Pricedoes not bear a direct relationship to the book value of Sabana REIT’s assets, past operations,cash flow, earnings, financial condition or any other established criteria for value, andUnitholders should not consider the Issue Price to be any indication of the Units’ underlyingvalue. The Units may trade at prices lower than the Issue Price in the future.

The Rights Issue may cause the price of the Units to decrease, and this decrease maycontinue.

The Issue Price of the Rights Units represents a discount of (i) approximately 48.9% to theClosing Price of S$0.505 per Unit, and (ii) approximately 40.3% to the TERP of S$0.432 perUnit. This discount, along with the number of Rights Units, may result in a decrease in thetrading price of the Units and this decrease may continue after the completion of the RightsIssue.

63

Page 82: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Unitholders need to act promptly and follow subscription instructions, otherwise theirexercise of Rights Entitlements may be rejected and their Rights Entitlements mayexpire without value and without any compensation.

Unitholders who desire to accept their Rights Entitlements or apply for excess Rights Units inthe Rights Issue must act promptly to ensure that all required forms, letters and payments areactually received by the relevant agents prior to the respective expiration dates and times asset forth under Appendix B — Procedures for Acceptance, Payment, Renunciation andApplication for Rights Units and/or Excess Rights Units by Eligible Unitholders and inAppendix C — Additional Terms and Conditions for Electronic Applications to this OfferInformation Statement. Failure to complete and sign the required acceptance forms or letters,the sending of an incorrect payment amount, or otherwise failure to follow the procedures thatapply to a Unitholder’s desired transaction may lead to rejection of the Unitholder’sacceptance of the Rights Entitlements and any Rights Entitlements not accepted will expirewithout value and without any compensation.

None of the Manager, the Unit Registrar, CDP or the Joint Lead Managers and Underwritersundertakes to contact the Unitholder concerning, or attempt to correct, an incomplete orincorrect acceptance form, letter or payment. The Manager has sole discretion to determinewhether an acceptance of Rights Entitlements and acceptance of or subscription for RightsUnits properly follows the appropriate procedures. Unitholders who hold Units through asecurities sub-account, brokerage account or other similar custodial account with a depositoryagent, broker, custodian or nominee other than CDP are urged to consult their depositoryagent, broker, custodian or nominee without delay regarding the procedures that they need tofollow for the subscription and payment for the Rights Units.

RISKS ASSOCIATED WITH SABANA REIT’S OPERATIONS

Sabana REIT is subject to profit rate fluctuations.

As at the Latest Practicable Date, approximately 89.6% of the Group’s outstanding borrowingsare on a fixed rate basis or have been hedged with profit rate swaps. The remainingapproximately 10.4% of the Group’s outstanding borrowings are on a floating rate basis. Thereis no certainty that the profit rates will not move against Sabana REIT. Consequently, theborrowing cost to the Group for the floating profit rate borrowings will be subject to the risksof profit rate fluctuations.

The Manager may not be able to successfully implement its investment strategy forSabana REIT.

There is no assurance that the Manager will be able to continue to implement its investmentstrategy successfully or that it will be able to expand Sabana REIT’s portfolio at any specifiedrate or to any specified size. The Manager may not be able to make acquisitions or investmentson favourable terms or within a desired time frame. Sabana REIT will be relying on externalsources of funding to expand its portfolio, which may not be available on terms favourable toSabana REIT.

Even if Sabana REIT were able to successfully make additional property investments, therecan be no assurance that Sabana REIT will achieve its intended return on such investments.Since the amount of borrowings that Sabana REIT can incur to finance acquisitions is limitedunder the Property Funds Appendix, such acquisitions will largely be dependent on SabanaREIT’s ability to raise equity capital. This may result in a dilution of Unitholders’ holdings.Potential vendors may also view the prolonged time frame and lack of certainty generallyassociated with the raising of equity capital to fund any such purchase negatively and mayprefer other potential purchasers.

64

Page 83: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Furthermore, there may be significant competition for attractive investment opportunities forindustrial properties from other property investors, including other REITs, propertydevelopment companies and private investment funds. There is no assurance that SabanaREIT will be able to compete effectively against such entities. Sabana REIT’s failure toeffectively compete against its competitors may adversely affect the ability of Sabana REIT tomake new property acquisitions under its acquisition growth strategy.

Any breach by the major tenants of their obligations under the lease agreements or adownturn in their businesses may have an adverse effect on Sabana REIT.

In the event that any major tenants of Sabana REIT are unable to pay their rent or breach theirobligations under the lease agreements, the level of distributable income may be adverselyaffected. The performance of the major tenants’ other businesses could also have an impacton their ability to make rental payments to Sabana REIT. For example, the failure by the masterlessee at 1 Tuas Avenue 4 to pay its rent, with such arrears being in excess of the securitydeposits held, has led to higher net impairment losses on trade receivables in Sabana REIT’saccounts. This has contributed to increased property expenses in 9M 2016, and consequently,a decrease in distributable income in 9M 2016 as compared to 9M 2015.

Factors that affect the ability of such major tenants to meet their obligations include, but arenot limited to:

• their financial position;

• the local economies in which they have business operations;

• the ability of such major tenants to compete with their competitors;

• in the instance where such major tenants have sub-leased the properties, the failure ofthe sub-tenants to pay rent; and

• material losses in excess of insurance proceeds.

The amount Sabana REIT may borrow is limited, which may affect the operations ofSabana REIT.

Under the Property Funds Appendix, Sabana REIT is permitted to borrow up to 45.0% of thevalue of the Deposited Property at the time the borrowing is incurred, taking into accountdeferred payments (including deferred payments for assets whether to be settled in cash or inUnits).

Sabana REIT may, from time to time, require further borrowings to achieve its investmentstrategies. In the event that Sabana REIT decides to incur additional borrowings in the future,Sabana REIT may face adverse business consequences as a result of this limitation on futureborrowings, and these may include:

• an inability to fund capital expenditure requirements in relation to Sabana REIT’s existingasset portfolio or in relation to Sabana REIT’s acquisitions to expand its portfolio;

• a decline in the value of the Deposited Property, which may in turn cause the borrowinglimit to be exceeded, thus affecting Sabana REIT’s ability to make further borrowings;

• cash flow shortages (including with respect to distributions) which Sabana REIT mightotherwise be able to resolve by borrowing funds; and

• Sabana REIT not being able to obtain additional borrowings or not being able to obtainsuch financing on favourable terms.

65

Page 84: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

A downward revaluation of any of the Properties or investments may result in a breach of theborrowing limit under the Property Funds Appendix. In the event of such a breach, SabanaREIT would not be able to incur further borrowings. In such circumstances, while Sabana REITmay not be required to dispose of its assets to reduce its borrowings, the inability to incurfurther borrowings may constrain its operational flexibility.

Sabana REIT may face risks associated with borrowings.

As at 30 September 2016, Sabana REIT had total outstanding borrowings of approximatelyS$439.7 million and an Aggregate Leverage of approximately 41.5%. Sabana REIT is subjectto risks associated with borrowings, including the risk that its cash flow will be insufficient tomeet the required payments of principal and financing cost under such financing, and thereforeto make distributions to Unitholders.

Distributions from Sabana REIT to Unitholders will be computed based on at least 90.0% ofSabana REIT’s Taxable Income (as defined herein) and tax-exempt income, if any (afterdeduction of applicable expenses). As a result of this distribution policy, Sabana REIT may notbe able to meet all of its obligations to repay any future borrowings through its cash flow fromoperations. Sabana REIT may be required to repay maturing borrowings with funds fromadditional borrowings or equity financing or both. There is no assurance that such financingwill be available on acceptable terms or at all.

If Sabana REIT defaults under such borrowings, the lenders may be able to declare a defaultand initiate enforcement proceedings in respect of any security provided, and/or call upon anyguarantees provided.

If Sabana REIT’s property is mortgaged, such property could be foreclosed by the lender or thelender could require a forced sale of the property with a consequent loss of income and assetvalue to Sabana REIT.

If principal amounts due for repayment at maturity cannot be refinanced, extended or paid withproceeds of other capital transactions, such as new equity capital, Sabana REIT will not beable to pay distributions at expected levels to Unitholders or to repay all maturing borrowings.

Sabana REIT may be subject to the risk that the terms of any refinancing undertaken will beless favourable than the terms of the original borrowings, including covenants that may limitor otherwise adversely affect its operations, its ability to make distributions to Unitholders, orits ability to acquire properties or undertake other capital expenditure or may require it to setaside funds for maintenance or repayment of security deposits. The triggering of any of suchcovenants may have an adverse impact on Sabana REIT’s financial condition.

If prevailing financing costs or other factors at the time of refinancing (such as the possiblereluctance of lenders to make commercial property loans) result in higher financing costs, thecost of financing activities relating to such refinanced borrowings would increase, therebyadversely affecting Sabana REIT’s cash flow and the amount of funds available for distributionto the Unitholders.

The Manager’s strategy to initiate asset enhancement and/or development works onsome of Sabana REIT’s properties or future properties from time to time may notmaterialise.

The Manager may from time to time initiate asset enhancement and/or development works onsome of Sabana REIT’s properties or future properties. There is no assurance that such plansfor asset enhancement and/or development works will materialise, or in the event that they do

66

Page 85: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

materialise, they may not achieve their desired results or as such properties may still beunable to attract new tenants or retain existing tenants or pre-committed tenants may defaulton their pre-commitment obligations, and significant costs may have been incurred by SabanaREIT in the course of such asset enhancement and/or development works.

Sabana REIT depends on certain key personnel and the loss of any key personnel mayadversely affect its operations.

Sabana REIT’s performance depends, in part, upon the continued service and performance ofthe executive officers of the Manager. These key personnel may leave the employment of theManager. If this were to occur, the Manager will need to expend time and effort searching fora replacement and the duties for which such executive officers are responsible may beaffected. The loss of any of these individuals could have a material adverse effect on thebusiness financial condition and the results of operations of Sabana REIT.

Sabana REIT may from time to time be subject to legal proceedings and governmentproceedings.

Legal proceedings against Sabana REIT and/or its subsidiaries relating to propertymanagement and disputes over tenancies may arise from time to time. There can be noassurance that Sabana REIT and/or its subsidiaries will not be involved in such proceedingsor that the outcome of these proceedings will not adversely affect the financial condition,results of operation or cash flow of Sabana REIT.

Sabana REIT is regulated by various government authorities and regulations. If anygovernment authority believes that Sabana REIT or any of its tenants are not in compliancewith the regulations, it could shut down the relevant non-compliant entity or delay the approvalprocess, refuse to grant or renew the relevant approvals or licences, institute legalproceedings to seize Sabana REIT’s properties, enjoin future action or (in the case of SabanaREIT’s subsidiaries not being in compliance with the regulations) assess civil and/or criminalpenalties against Sabana REIT, its officers or employees. Any such action by the governmentauthority would have a material adverse effect on the business, financial condition and resultsof operations or cash flow of Sabana REIT.

There may be disagreements between the shareholders of the Manager.

The Manager is currently wholly-owned by SIP, of which SIP is 51.0% owned by the Sponsor,45.0% owned by Blackwood and 4.0% owned by AACP. Prior to their joint venture in relationto the Manager, none of Blackwood, AACP and the Sponsor had any business relations.Disagreements may occur between SIP, Blackwood, AACP and/or the Sponsor regarding thebusiness and operations of the Manager which may not be resolved amicably and which mayadversely affect the business operations of the Manager. This may in turn have an adverseimpact on the results of operations of Sabana REIT.

Sabana REIT may engage in hedging transactions, which can limit gains and increasecosts.

Sabana REIT may enter into hedging transactions to protect itself from the effects of financingcosts and currency exchange fluctuations on floating rate borrowings and also to protect itsportfolio from financing cost and prepayment fluctuations and has in this connection put inplace a profit rate hedging arrangement. Hedging transactions may include entering intofinancing cost hedging instruments, purchasing or selling futures contracts, purchasing putand call options or entering into forward agreements. Hedging activities may not have thedesired beneficial impact on the operations or financial condition of Sabana REIT.

67

Page 86: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Hedging against the fluctuations in financing cost could fail to protect Sabana REIT oradversely affect Sabana REIT because, inter alia:

• available financing cost hedging may not correspond directly with the financing cost riskfor which protection is sought;

• the party owing money in the hedging transaction may default on its obligation to pay;

• the credit quality of the party owing money on the hedge may be downgraded to such anextent that it impairs Sabana REIT’s ability to sell or assign its side of the hedgingtransaction; and

• the value of the derivatives used for hedging may be adjusted from time to time inaccordance with accounting rules to reflect changes in fair value. Such changes althoughunrealised, would reduce the NAV of Sabana REIT if it is due to downward adjustments.

Hedging involves risks and transaction costs, which may reduce overall returns. These costsincrease as the period covered by the hedging increases and during periods of rising andvolatile financing costs. These costs will also limit the amount of cash available fordistributions to Unitholders.

Possible change of investment strategies may adversely affect Unitholders’ investmentsin Sabana REIT.

Sabana REIT’s policies with respect to certain activities, including investments andacquisitions, will be determined by the Manager. The Manager may from time to time amendthe investment strategies of Sabana REIT if it determines that such change is in the bestinterests of Sabana REIT and its Unitholders without seeking Unitholders’ approval. There arerisks and uncertainties with respect to the selection of investments and implementation of newinvestment strategies. Furthermore, the methods of implementing Sabana REIT’s investmentstrategies may vary as new investment and financing techniques are developed or otherwiseused. Such changes may adversely affect Unitholders’ investment in Sabana REIT.

The outbreak of an infectious disease or any other serious public health concerns inAsia and elsewhere could adversely impact the business, financial condition and resultsof operations of Sabana REIT.

In 2003, Hong Kong, Taiwan, the People’s Republic of China (the “PRC”), Singapore, Malaysiaand other places experienced an outbreak of Severe Acute Respiratory Syndrome (“SARS”),which adversely affected the Asian economies, including the Hong Kong and PRC economies.The property sector was one of the sectors that experienced poor performance during theSARS outbreak. In late 2003 and June 2004, outbreaks of avian influenza occurred in anumber of countries in Asia. In 2005 and 2006, such outbreaks were reported in other parts ofthe world including Europe, the Middle East and Africa. Some of these outbreaks severelydisrupted the poultry and related industries and, in addition, several cases of bird-to-humantransmission of avian influenza were reported in various countries. In June 2007, World HealthOrganisation reported new cases of human infection of avian influenza (H5N1) in the PRC andIndonesia. In 2009, outbreaks of Influenza A (H1N1-2009) occurred in a number of countriesacross the world including Hong Kong and the PRC. In 2014, outbreaks of Ebola occurred incertain parts of Africa and had spread to other parts of the world. In 2015, several countriesin Asia and the Middle East suffered from an outbreak of the Middle East respiratory syndrome(“MERS”). In 2016, several countries around the world (including Singapore) suffered from anoutbreak of the Zika virus.

68

Page 87: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

There can be no assurance that any precautionary measures taken against infectious diseaseswould be effective.

The outbreak of an infectious disease such as Influenza A (H1N1-2009), avian influenza,SARS, MERS or the Zika virus in Asia (including Singapore) and elsewhere, together with anyresulting restrictions on travel and/or imposition of quarantines, could have a negative impacton the economy and business activities in Asia and could thereby adversely affect the rentalincome of Sabana REIT. These factors could materially and adversely affect the business,financial condition and the results of operations of Sabana REIT.

Occurrence of any acts of God, natural disasters, severe environmental pollution, warand terrorist attacks may adversely and materially affect the business and operations ofSabana REIT’s properties.

Acts of God, such as natural disasters, and severe environmental pollution (including severesmog), are beyond the control of Sabana REIT or the Manager. These may materially andadversely affect the economy, infrastructure and livelihood of the local population. SabanaREIT’s business and income available for distribution may be adversely affected should suchacts of God occur. There is no assurance that any war, terrorist attack or other hostilities in anypart of the world, potential, threatened or otherwise, will not, directly or indirectly, have anadverse effect on the operations of Sabana REIT’s properties and hence on Sabana REIT’sincome available for distribution.

In addition, physical damage to Sabana REIT’s properties resulting from fire, earthquakes orother acts of God may lead to a significant disruption to the business and operation of SabanaREIT’s properties. This may then result in an adverse impact on the business, financialcondition and results of operations of Sabana REIT and its capital growth.

Sabana REIT’s investment strategy may entail a higher level of risk as compared to othertypes of unit trusts that have a more diverse range of investments.

Sabana REIT’s investment strategy of principally investing, directly or indirectly, in a portfolioof income-producing real estate used primarily for industrial purposes will subject SabanaREIT to risks inherent in concentrating its investments in the real estate sector. The level ofrisk could be higher as compared to other types of unit trusts that have a more diverse rangeof investments in other sectors.

Sabana REIT’s concentration of investments in industrial properties in its portfolio exposes itto both a downturn in the real estate market as well as the industrial sector. Such downturnsmay lead to a decline in occupancy for properties that are primarily used for industrialpurposes including those in Sabana REIT’s portfolio, thereby affecting Sabana REIT’s rentalincome, and/or resulting in a decline in the capital value of Sabana REIT’s portfolio, which willhave an adverse impact on distributions to the Unitholders and/or the business, financialcondition and the results of operations of Sabana REIT.

69

Page 88: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

RISKS ASSOCIATED WITH SHARI’AH COMPLIANCE

Any potential or future cleansing of income from non-Shari’ah compliant sources andnon-core activities may lead to losses in cash and DPU relative to conventional REITs.

The Shari’ah Guidelines1 (as defined herein) require the income of Sabana REIT that isgenerated from non-Shari’ah compliant sources and non-core activities to be subjected to acleansing process, which involves Sabana REIT allocating all net income generated fromnon-Shari’ah compliant sources and non-core activities to be donated to charitableorganisations or purposes before distributions are made to the Unitholders. The amount to besubjected to the cleansing process is calculated based on income derived from non-Shari’ahcompliant sources or non-core activities net of all expenses derived from and/or allocated tothe non-Shari’ah compliant source or non-core activity. The cleansing process will applyirrespective of whether the amount of income generated from non-Shari’ah compliant sourcesexceeds the amount permissible under the Shari’ah Guidelines for Sabana REIT to maintainits Shari’ah compliant status. When determining the income to be subjected to the cleansingprocess, the Manager may need to make certain assumptions. For example, if there is anydoubt by the Manager or the Independent Shari’ah Committee2 (as defined herein) as towhether certain income received by Sabana REIT is derived from non-Shari’ah compliantsources, the Manager shall nevertheless subject such income to the cleansing process. Also,in the case of income derived from both Shari’ah compliant sources and non-Shari’ahcompliant sources, if the Manager is unable to determine the proportion of such income whichis attributable to the Shari’ah compliant source and the non-Shari’ah compliant source, theManager may be required to assume that the entire amount of income should be subjected tothe cleansing process.

In light of the requirement to subject Sabana REIT’s income which is derived from non-Shari’ahcompliant sources and income from non-core activities to the cleansing process, there may beless income available for distribution by Sabana REIT to Unitholders. Also, the cleansingprocess imposes additional compliance and administrative costs which shall be borne bySabana REIT. Furthermore, the loss of income associated with such cleansing process may bedisproportionately large if the Manager is unable to determine the proportion of income whichis attributable to the non-Shari’ah compliant source. As a result, Sabana REIT’s cash flow andthe amount of funds available for distribution to Unitholders could be adversely affected. Thenon-Shari’ah compliant income comprises no more than 0.1% of Sabana REIT’s gross revenuefor FY2015. Therefore, at least 99.9% of Sabana REIT’s gross revenue for FY2015 is Shari’ahcompliant.

Sabana REIT may not be able to maintain its Shari’ah compliant status.

A critical component for any Shari’ah compliant or Islamic finance product is the Shari’ahcertification by a panel of Shari’ah scholars.

The Independent Shari’ah Committee will convene periodically (at least once annually) todeliberate over the compliance of Sabana REIT and decide whether to issue the Shari’ahCertification3 (as defined herein) confirming Sabana REIT’s Shari’ah compliant status. In theevent that Sabana REIT breaches any of the Shari’ah Guidelines, for example, where the totalrental derived from tenants and/or sub-tenants that are engaged in Non-permissible Activities

1 “Shari’ah Guidelines” means the guidelines issued by the Independent Shari’ah Committee to be observed bythe Manager to ensure that Sabana REIT is and will continue to be Shari’ah compliant.

2 “Independent Shari’ah Committee” means the independent Shari’ah committee appointed to provide ongoingadvice on Shari’ah compliance by Sabana REIT.

3 “Shari’ah Certification” means the endorsement statement of the Independent Shari’ah Committee certifyingthat Sabana REIT is Shari’ah compliant.

70

Page 89: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(as defined herein) exceeds 5.0% per annum of the gross revenue of Sabana REIT’s portfolioof properties, the Independent Shari’ah Committee may, after discussion with the Manager,grant an agreed time frame for Sabana REIT to rectify the breach and the Manager must abideby the given time frame. If Sabana REIT is unable to rectify the breach within the given timeframe, the Manager would have to seek a further extension from the Independent Shari’ahCommittee, citing reasons for the inability to rectify, or delay in rectifying, the breach. Thereis no guarantee that the Independent Shari’ah Committee will grant such further extension orthat the Manager will be able to rectify the breach within the extended time frame. If theIndependent Shari’ah Committee does not grant a further extension or the Manager is unableto rectify such breach within the extended time frame, the Independent Shari’ah Committeemay not issue the Shari’ah Certification.

The Independent Shari’ah Committee may also refuse to issue the Shari’ah Certification in thefollowing circumstances:

(i) where the Manager deliberately deviates from the Shari’ah Guidelines and carries outactivities that contravene the Shari’ah Guidelines;

(ii) where the Manager continuously breaches the Shari’ah Guidelines and refuses to rectifythe position to an acceptable extent; and

(iii) where there is a material misrepresentation or wilful omission of any material informationthat is otherwise required by the Independent Shari’ah Committee for the purposes ofissuing the Shari’ah Certification.

The above list is not an exhaustive list of the circumstances in which the Independent Shari’ahCommittee may refuse to issue the Shari’ah Certification. In the event that issuance of theShari’ah Certification is refused for Sabana REIT, there may be adverse effects on the demandby Shari’ah investors for, and the market price of, the Units.

Sabana REIT may be constrained in its operations and investments by Shari’ahprinciples as compared to regular non-Shari’ah compliant REITs.

In addition to the laws and regulations and/or the rules of the SGX-ST and/or any otherrelevant regulatory or supervisory body or agency applicable to a regular non-Shari’ahcompliant REIT, the Manager has to manage Sabana REIT in a manner compliant with Shari’ahprinciples and the Shari’ah Guidelines. The Shari’ah Guidelines impose certain restrictions onSabana REIT, including, among others, restrictions on the types of properties which SabanaREIT can invest in, the types of tenants which the properties can be leased to, the insurancewhich Sabana REIT can purchase and the use of deposit and financing facilities and riskmanagement solutions that are not Shari’ah compliant.

Unlike regular REITs, Sabana REIT may be constrained in its operations by any unavailabilityof Shari’ah compliant properties, tenants, insurance, deposit and financing facilities and riskmanagement solutions. Moreover, there is no guarantee that such Shari’ah compliant optionswill always be available at the same quantum or the same pricing to Sabana REIT asnon-Shari’ah compliant options. This may affect Sabana REIT’s business, competitivenessand results of operations.

71

Page 90: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The opinions, laws, regulations and accounting standards in relation to Shari’ahcompliance may change.

Sabana REIT may be affected by the introduction of new or revised legislation, regulations,accounting and tax standards or guidelines in relation to Shari’ah compliance, the compliancewith which may adversely affect its operations and ability to make distributions to Unitholders.

There are differing views among Shari’ah scholars in relation to the application ofShari’ah principles.

Sabana REIT intends to make its investments and conduct its affairs (including but not limitedto financing, working capital financing (if any)) in a manner compliant with Shari’ah principles.However, unlike in conventional financial markets where there are globally accepted standardssuch as Generally Accepted Accounting Principles, there are no such globally acceptedstandards in the Islamic financial markets. As such, and given the differences that exist amongShari’ah scholars and advisers from different jurisdictions and different schools of Islamicjurisprudence as to the nature and standards of Shari’ah compliance and the instances whereone form of Islamic finance practices are not recognised or practiced in other jurisdictions,there can be no assurance that existing certified Shari’ah compliant products such as Shari’ahcompliant REITs will not face issues that question their Shari’ah compliant status or that theinvestments and other Shari’ah structures in relation to the business of Sabana REIT will bedetermined to be Shari’ah compliant by other Shari’ah scholars or advisers, or will berecognised in other jurisdictions. In the event that Sabana REIT is not determined to beShari’ah compliant by other Shari’ah scholars or advisers, or is not recognised as Shari’ahcompliant in other jurisdictions, this may adversely affect the demand by Shari’ah investors forthe Units, thereby adversely affecting the marketability of the Units to investors.

RISKS ASSOCIATED WITH SABANA REIT’S PROPERTIES

There is no assurance that the properties in the Existing Portfolio and such otherProperties that are acquired by Sabana REIT pursuant to the Acquisitions (collectively,the “Enlarged Portfolio”) will be able to maintain rental rates at prevailing market rates.

The rental rates of the properties in the Enlarged Portfolio will depend upon various factors,including but not limited to prevailing supply and demand conditions as well as the quality anddesign of these properties. There is no assurance that the Manager will be able to procure newleases or renew existing leases at these prevailing market rates.

The actual performance of Sabana REIT and the Enlarged Portfolio could differmaterially from the pro forma statements in this Offer Information Statement.

This Offer Information Statement contains pro forma statements regarding the pro formaperformance of Sabana REIT after completion of the Rights Issue and the Acquisitions. Thesepro forma statements are based on historical data and a number of assumptions. As a result,actual results and performance may differ materially from that in the pro forma statements.

Sabana REIT is subject to the risk of non-renewal, non-replacement or early terminationof leases.

If a large number of tenants in the properties of the Enlarged Portfolio do not renew theirleases at the end of a lease cycle or a significant number of early terminations occur, andreplacement tenants cannot be found in a timely manner and on terms acceptable to theManager, there is likely to be a material adverse effect on these properties, which couldmaterially and adversely affect the business, financial condition and results of operations ofSabana REIT.

72

Page 91: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Planned amenities and transportation infrastructure near the properties of the EnlargedPortfolio may not be implemented as planned, or may be closed, relocated, terminatedor delayed.

There is no assurance that amenities, transportation infrastructure and public transportservices near the properties of the Enlarged Portfolio will be implemented as planned or willnot be closed, relocated, terminated or delayed. If such an event were to occur, it will adverselyimpact the accessibility of the relevant property and the attractiveness and marketability of therelevant property to tenants. This may then have an adverse effect on the demand and therental rates for the relevant property and adversely affect the business, financial condition andresults of operations of Sabana REIT.

Sabana REIT is highly dependent on the Master Lessees (as defined herein) for rentalpayments and any breach by the Master Lessees of their obligations under the MasterLease Agreements (as defined herein) may have an adverse effect on Sabana REIT.

As at 30 September 2016, approximately 44.0% of the NLA of the Existing Portfolio are underMaster Leases (as defined herein). For the properties under Master Leases (“Master LeaseProperties”), Sabana REIT does not directly operate the Master Lease Properties or leasethese Master Lease Properties directly to the sub-tenants. As a result, Sabana REIT is highlydependent on rental payments from the Master Lessees. If a significant number of thesub-tenants do not renew their lease agreements and no replacement sub-tenants are found,the Master Lessees’ ability to make rental payments may be adversely affected. Therefore,Sabana REIT’s revenue and ability to make distributions to the Unitholders is highly dependentupon the ability of the Master Lessees to make rental payments.

There can be no assurance that the Master Lessees will have sufficient assets, income andaccess to financing in order to enable it to satisfy its obligations under the respective masterlease agreements.

Moreover, failure by the Master Lessees to maintain the Master Lease Properties in a goodstate of tenantable repair and condition could have an adverse impact on the physicalcondition of the Master Lease Properties, rendering them unattractive to existing sub-tenantsand potential sub-tenants. The performance of the Master Lessees’ other businesses couldalso have an impact on their ability to make rental payments to Sabana REIT.

Factors that affect the ability of the Master Lessees to meet their obligations include, but arenot limited to:

• their financial position;

• the local economies in which they have business operations;

• local competitors and competition in the Singapore industrial and real estate industry;

• material losses in excess of insurance proceeds; and

• their ability to conduct and continue to conduct primary businesses that are permissibleaccording to Shari’ah principles.

73

Page 92: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The Master Leases may be terminated or the Master Lessees may not renew the MasterLeases.

Under the Master Lease Agreements, the Master Leases may be terminated. In addition, thereis no assurance that the Master Lessees will renew their leases upon the expiry of such MasterLeases. If the Master Leases are terminated or are not renewed, Sabana REIT may not be ableto find a suitable purchaser or a suitable replacement master lessee, as a result of whichSabana REIT may lose a significant source of revenue. In any event, it may not be possibleto replace the Master Lessees immediately upon the expiry of the Master Leases and this maylead to temporary vacancies. The failure to renew the Master Lease Agreements, or thetermination of any of these Master Lease Agreements, may have a material adverse effect onSabana REIT’s financial condition and its level of distributable income.

The Enlarged Portfolio and properties to be acquired by Sabana REIT in future mayrequire significant capital expenditure periodically beyond the Manager’s currentestimate and Sabana REIT may not be able to secure funding.

The Enlarged Portfolio may require periodic capital expenditure beyond the Manager’s currentestimate for refurbishment, renovation for improvements and development of the properties ofthe Enlarged Portfolio in order to remain competitive or be income-producing. Sabana REITmay not be able to fund capital expenditure solely from cash provided from its operatingactivities and may not be able to obtain additional equity or borrowings on favourable terms orat all. If Sabana REIT is not able to obtain such financing, the marketability of such propertymay be affected.

Sabana REIT’s assets might be adversely affected if the Manager, the Property Manager(as defined below) and the Master Lessees (if applicable) do not provide adequatemanagement and maintenance.

Should the Manager, Sabana Property Management Pte. Ltd. (the “Property Manager”) and/orthe Master Lessees (if applicable) fail to provide adequate management and maintenance, thevalue of Sabana REIT’s assets might be adversely affected and this may result in a loss oftenants or, as the case may be, sub-tenants which in turn affects the Master Lessees’ abilityto pay their rents pursuant to the Master Lease Agreements, and which will adversely affect thedistributions to Unitholders.

Sabana REIT may suffer material losses in excess of insurance proceeds or the MasterLessees may not put in place or maintain adequate insurance in relation to the EnlargedPortfolio and its potential liabilities to third parties.

The properties in the Enlarged Portfolio face the risk of suffering physical damage caused byfire, terrorism, acts of God such as natural disasters or other causes, as well as potentialpublic liability claims, including claims arising from the operations of the Enlarged Portfolio.

In addition, certain types of risks (such as war risk and losses caused by the outbreak ofcontagious diseases, contamination or other environmental breaches) may be uninsurable orthe cost of insurance may be prohibitive when compared to the risk. Currently, Sabana REIT’sinsurance policies for the Enlarged Portfolio may not cover acts of war, outbreak of contagiousdiseases, contamination or other environmental breaches.

74

Page 93: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Should an uninsured loss or a loss in excess of insured limits occur, Sabana REIT could berequired to pay compensation and/or lose capital invested in the affected property as well asanticipated future revenue from that property as it may not be able to rent out or sell theaffected property. Sabana REIT will also be liable for any borrowings or other financialobligations1 related to that property. No assurance can be given that material losses in excessof insurance proceeds will not occur.

In addition, should Sabana REIT or the Master Lessees (if applicable) fail to put in place ormaintain adequate insurance in relation to the Enlarged Portfolio and their potential liabilitiesto third parties, Sabana REIT may be exposed to various liabilities and losses to the extent thatsuch assets and liabilities are not adequately insured.

Renovation or redevelopment works or physical damage to the properties in theEnlarged Portfolio may disrupt their operations and collection of rental income orotherwise result in adverse impact on the financial condition of Sabana REIT.

The properties in the Enlarged Portfolio may need to undergo renovation or redevelopmentworks from time to time to improve their design and facilities so as to retain theircompetitiveness and may also require unforeseen ad hoc maintenance or repairs in respect offaults or problems that may develop or because of new planning laws or regulations. The costsof maintaining industrial properties and the risk of unforeseen maintenance or repairrequirements tend to increase over time as the building ages. Although the tenants may beobliged to bear certain maintenance and repair costs to a certain extent, the business andoperations of the Enlarged Portfolio may suffer some disruption and it may not be possible tocollect the full or any rental income on space affected by such renovation or redevelopmentworks. In addition, physical damage to the properties of the Enlarged Portfolio resulting fromfire or other causes may lead to a significant disruption to the business and operation of theEnlarged Portfolio and, together with the foregoing, may impose unbudgeted costs on SabanaREIT and result in an adverse impact on the financial condition and results of operations ofSabana REIT and its ability to make distributions.

The Enlarged Portfolio may be affected by contamination and other environmentalissues.

While the independent building consultants commissioned by the Manager have conductedlaboratory analysis on soil and groundwater samples for the properties in the EnlargedPortfolio and, according to their reports, there are no environmental issues of concern, theEnlarged Portfolio may from time to time be affected by contamination or other environmentaleffects which may not have been previously identified and/or rectified. This raises a numberof risks including:

• the risk of prosecution by environmental authorities;

• the requirement for unbudgeted additional expenditure to remedy such issues; and

• the adverse impact on the financial position of the tenants or, as the case may be,sub-tenants arising from the above, affecting their ability to trade and to meet theirtenancy obligations and (in the case of sub-tenants) this may affect the Master Lessees’ability to pay their rents pursuant to the Master Lease Agreements.

1 Such “borrowings or other financial obligations” refers to those which are taken up and secured over theproperties in the Existing Portfolio. Such borrowings or financial obligations may change over time as SabanaREIT discharges or reduces its borrowings or seeks refinancing.

75

Page 94: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

A portion of 151 Lorong Chuan has been designated as a railway protection and safetyzone, and certain activities may not be carried out in such zones unless the priorapproval of the LTA is obtained.

151 Lorong Chuan is affected by Gazette No. 173 dated January 2003 and a portion of 151Lorong Chuan amounting to 19.8% of the total land area has been designated as a railwayprotection and safety zone, such that Sabana REIT would be required to obtain the priorapproval of the LTA before carrying out restricted activities within that zone.1

Such restricted activities include the movement or operation of any crane, piling equipment,excavator or any other mechanical equipment or vehicle, the storing or placing of any goods,materials or substances, and the erection of sheds, shelters, tents, scaffolding, maintenancetowers, hoardings or other similar temporary structures. If the Manager intends to carry out anyrestricted activity within the railway protection and safety zone, there is no guarantee that theLTA would grant its permission. The LTA may impose terms and conditions as it thinks fit ingranting its permission. This may affect the ability of Sabana REIT to carry out assetenhancement or other development or rectification works on 151 Lorong Chuan.

(See “Risk Factors — The Manager’s strategy to initiate asset enhancement and/ordevelopment works on some of Sabana REIT’s properties or future properties from time to timemay not materialise”.)

The Master Lessees for certain of the properties in Existing Portfolio have a right of firstrefusal over their respective properties.

The Master Lessees of 1 Tuas Avenue 4, 33 and 35 Penjuru Lane, 18 Gul Drive and 51 PenjuruRoad have rights of first refusal over their respective properties in the Existing Portfolio. IfSabana REIT intends to sell any of these properties in the future, it would have to first offerthese properties to their respective Master Lessees. These rights of first refusal maydiscourage potential purchasers of the relevant properties from making bids to acquire theseproperties and affect the marketability of these properties should Sabana REIT intend to divestitself of these properties in the future.

The properties in the Enlarged Portfolio may face increased competition from otherproperties.

The properties in the Enlarged Portfolio are located in areas where other competing propertiesare present and new properties may be developed which may compete with the properties inthe Enlarged Portfolio.

The income from and the market value of the Enlarged Portfolio will be dependent on the abilityof the Enlarged Portfolio to compete against other properties for tenants. If competingproperties are more successful in attracting and retaining tenants, or similar properties in theirvicinity are substantially upgraded and refurbished, the income from the Existing Portfoliocould be reduced, thereby adversely affecting Sabana REIT’s cash flow and the amount offunds available for distribution to Unitholders.

1 The portion of the 151 Lorong Chuan designated as a railway protection and safety zone has been taken intoaccount in the valuation of the Property. As at 30 September 2016, this portion of 151 Lorong Chuan comprisesa ramp, parking space and garden. The portion of 151 Lorong Chuan designated as a railway protection andsafety zone currently has no impact on the rental rates of 151 Lorong Chuan.

76

Page 95: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The appraisals of the properties in the Enlarged Portfolio are based on variousassumptions and the price at which Sabana REIT is able to sell a property in the futuremay be different from the initial acquisition value of the property.

There can be no assurance that the assumptions on which the appraisals of the properties inthe Enlarged Portfolio are based are accurate measures of the market, and the values of theproperties may be evaluated inaccurately. The valuers of these properties may have includeda subjective determination of certain factors relating to the properties such as their relativemarket positions, financial and competitive strengths, and physical condition and, accordingly,the valuation of the properties (which affect the NAV per Unit) may be subjective. The valuationof any of the properties does not guarantee a sale price at that value at present or in the future.The price at which Sabana REIT may sell a property may be lower than its purchase price.

The future market value of the Enlarged Portfolio may differ from the valuationsdetermined by independent valuers and the properties may be revalued downwards.

Property valuations generally include a subjective evaluation of certain factors relating to therelevant properties, such as their relative market positions, their financial and competitivestrengths and their physical conditions.

A valuer’s determination of the appraised value of any property does not guarantee a sale ofsuch property at its appraised value at present or in the future. The price at which SabanaREIT may sell any of the new properties acquired in the future may be lower than the price paidfor that property.

There may be downward revaluation of the Enlarged Portfolio as the negative outlook onindustrial space and weakening market conditions may adversely impact the market positionof the Enlarged Portfolio. In addition, given the downward pressure on industrial rents andoccupancies, any fall in the gross revenue or net property income earned from the propertieswill also result in their downward revaluation. Further downward revaluations could negativelyimpact Sabana REIT’s gearing, which in turn could trigger a default under certain loancovenants and/or impact Sabana REIT’s ability to refinance its existing borrowings or its abilityto secure additional borrowings.

In addition, Sabana REIT is required to measure investment properties at fair value at eachbalance sheet date and any change in the fair value of the investment properties is recognisedin the statements of total return. The changes in fair value may have an adverse effect onSabana REIT’s financial results as revaluation losses will be charged to Sabana REIT’sstatements of total return in the financial years where there is a significant decrease in thevaluation of any of the properties of the Enlarged Portfolio. A downward revaluation of any ofthese properties may also result in an increase in Sabana REIT’s Aggregate Leverage.

If the Manager were to use the proceeds from the Rights Issue to repay Sabana REIT’sexisting borrowings pending deployment of such proceeds for any of the Acquisitions and anyof the Properties is subsequently revalued downwards, this may cause Sabana REIT’sAggregate Leverage to exceed the 45% limit. In this situation, Sabana REIT may not be ableto proceed to complete any or all of the Acquisitions by drawing down on existing borrowingsuntil such time it is able to undertake a successful equity fund-raising.

Further, if Sabana REIT’s Aggregate Leverage exceeds the 45.0% limit as at 31 December2016 due to a downward revaluation of the Existing Portfolio, the Manager will first have torectify the breach of the Aggregate Leverage limit by using the proceeds from the Rights Issueto reduce Sabana REIT’s existing borrowings, before additional borrowings can be incurred tofinance the Acquisitions and this may result in the postponement or abortion of any or all of theAcquisitions.

77

Page 96: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Sabana REIT’s properties are currently all located in Singapore, which exposes SabanaREIT to economic and real estate conditions in Singapore.

Sabana REIT’s properties are currently all located in Singapore. This exposes Sabana REITto the risk of a prolonged downturn in economic and real estate conditions in Singapore. Thevalue of Sabana REIT’s properties may also be adversely affected by a number of local realestate conditions, such as oversupply and other competing commercial and industrialproperties or reduced demand from tenants.

There are numerous industrial properties in Singapore that compete with Sabana REIT’sproperties in attracting tenants. If competing properties of a similar type are built in the areaswhere Sabana REIT’s properties are located or similar properties in their vicinity aresubstantially upgraded and refurbished, the value of certain Sabana REIT’s properties couldbe adversely affected.

In addition, Sabana REIT’s business, financial condition and/or results of operations may beadversely affected by competition for business and direct investment from other Asiancountries such as China, India, Malaysia, Indonesia, Thailand, Vietnam or the Philippines,where the cost of operating a business and rental and property rates may be substantiallylower than those in Singapore. There can be no assurance that prospective or current tenantswill not seek properties in locations outside of Singapore, which could have an adverse effecton Sabana REIT’s business, financial condition and/or results of operations, with aconsequential adverse effect on Sabana REIT’s ability to make expected distributions toUnitholders.

The Master Lessees of some of the properties in the Enlarged Portfolio that werepurchased on a sale-and-leaseback arrangement with JTC/HDB may not have properlynotified the Manager and JTC/HDB of all its sub-tenancies.

Some of the properties in the Enlarged Portfolio were purchased by Sabana REIT on asale-and-leaseback arrangement with JTC/HDB. The Master Lessees of some of theseproperties may have sub-tenanted out parts of the property to third parties. There is noguarantee that the sub-tenancies in respect of these properties have been approved by, ornotified to, as the case may be, the Manager or JTC/HDB under the relevant JTC/HDB leaseby the Master Lessees.

Such failure to obtain the approval for or, as the case may be, notify JTC/HDB of suchsub-tenancies may give rise to, among other consequences, a right of re-entry by JTC/HDB.Should JTC/HDB exercise its right of re-entry in respect of these properties, Sabana REIT’scash flows and the amount of funds available for distributions to its Unitholders could beadversely affected.

Sabana REIT may not be able to extend the terms of certain underlying JTC/HDB leases.

Certain properties of the Enlarged Portfolio have underlying JTC/HDB leases, which containa covenant by JTC/HDB to grant a further term following the expiry of the current lease termsubject to the satisfaction of certain conditions, such as there being no breach of any termsand conditions of the underlying JTC/HDB leases and that certain fixed investment criteria inrespect of the properties are fulfilled. There is no assurance that such conditions for extensionwill be satisfied or that any breach by Sabana REIT’s tenants while in occupation of thepremises will be rectified in time or at all. If Sabana REIT for whatever reason is not able toextend the lease term of the underlying JTC/HDB leases of any of these properties, SabanaREIT will have to surrender such property to JTC/HDB upon expiry of the original lease term.The value of Sabana REIT’s property portfolio, and consequentially the asset value underlyingthe Units, may be substantially reduced upon such surrender. Any potential income expected

78

Page 97: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

after the extension of the lease term will not be realised. In addition, Sabana REIT may berequired to incur substantial amounts of money to reinstate the properties to a state andcondition acceptable to JTC/HDB, including the demolition of any existing building and/orreinstatements thereof on the property.

JTC had announced that all new leases from JTC as well as transfers of JTC propertiesby owners should give JTC the right to buy the relevant property should the ownerdecide to sell the property in the future.

In order to facilitate overall land use planning and development needs in Singapore, JTC hadannounced that all new leases from JTC as well as transfers of JTC properties by ownersshould give JTC the right to buy the relevant property should the owner decide to sell theproperty in the future (excluding sale-and-leaseback transactions and mortgagee sales).According to the announcement, the reason behind this policy is that land in Singapore isscarce and the constant rejuvenation of land use is essential to optimise land use inSingapore. As this policy from JTC is new, there is currently no certainty or clarity as to howJTC will implement it, which may have an impact on Sabana REIT’s ability to acquireproperties or dispose of its properties.

JTC’s policy that all assignment or transfer of leases will have a minimum leasebackperiod of five years (if the remaining lease has a duration of 30 years or less) and aminimum leaseback period of 10 years (if the remaining lease has a duration of morethan 30 years) could result in fewer attractive acquisition opportunities for Sabana REIT.

In order to facilitate overall land use planning and development needs in Singapore, JTC hadannounced on 15 November 2013 that all assignment or transfer of leases from the assignoror transferor (as vendor or seller) to the assignee or transferee (as purchaser) will be subjectto a minimum leaseback period of five years if the remaining land tenure has a duration of 30years or less and a minimum leaseback period period of 10 years if the remaining land tenurehas a duration of more than 30 years. According to the announcement, the reason behind thispolicy is that this ensures that the vendors or sellers who have leased industrial land based ontheir proposed business plans remain committed to them for a sustained and reasonableperiod of time, while allowing the vendors or sellers to exit on grounds of genuine businessneeds. This could result in fewer attractive acquisition opportunities for Sabana REIT, whichcould have an adverse effect on Sabana REIT’s financial condition and results of operations.

JTC’s revised subletting policy which states that third party facility providers can onlysublet up to 50% of the building’s GFA to non-anchor tenants within five years afterobtaining Temporary Occupation Permit (“TOP”), and up to 30% thereafter could resultin more vacant space in Sabana REIT’s properties on JTC land.

JTC had announced that third party facility providers such as REITs can only sublet up to 50%of GFA to non-anchor tenants within five years after obtaining TOP, and thereafter, can onlysublet up to 30% of GFA to non-anchor tenants and at least 70% of GFA to anchor tenants. Thispolicy could result in more vacant space at Sabana REIT’s properties on JTC land as SabanaREIT is required to lease out at least 70% of the property’s GFA five years after obtaining TOPto anchor tenants which must satisfy JTC’s assessment of value-added, remuneration perworker and skilled worker profile, with each anchor tenant being required to occupy a GFA ofat least 1,000 square metres. If there is an increase in vacant space of Sabana REIT’sproperties on JTC land, this may then have an adverse effect on Sabana REIT’s financialcondition and results of operations, with a consequential adverse effect on Sabana REIT’sability to deliver expected distributions to Unitholders. HDB also adopts a similar sublettingpolicy and this could also affect Sabana REIT as well.

79

Page 98: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Sabana REIT may have to set aside an estimated amount of capital for the payment of anupfront land premium in respect of future acquisitions.

Under JTC’s current policy (which came into effect on 1 January 2013) governing the sale andassignment of a JTC lease by a lessee to a buyer which is a third party facility provider suchas a REIT, if such JTC lease provides for the lessee to pay JTC a yearly rent (the “ExistingRent Payment Scheme”), JTC requires such buyer to pay JTC, prior to the completion of thesale, an upfront land premium for the balance of the JTC lease term in place of the ExistingRent Payment Scheme. Sabana REIT may have to set aside an estimated amount of capitalfor the payment of such upfront land premium in respect of future acquisitions, which couldadversely affect Sabana REIT’s cash flows. The existing Properties that are affected are 508Chai Chee Lane and 10 Changi South Street 2. Sabana REIT is also required to pay an upfrontland premium to JTC in respect of the Changi South Property.

The Eunos Ave 3 Property will be receiving rental income support, the Changi SouthProperty will be receiving rental income support and corporate guarantee, and theEunos Ave 7 Property will have a rental collection arrangement and corporate guarantee.The Properties may not achieve the same revenue once the rental support or rentalcollection arrangement expires. The corporate guarantees are ultimately subject to thecreditworthiness of the respective guarantors.

Upon completion of the acquisition of the Properties, General Cars, Freight Links andSingapore Handicrafts will be entering into leases with the Trustee (as landlord). General Carsand Freight Links will be providing rental income support to the Trustee (as landlord) andSingapore Handicrafts has agreed to a rental collection arrangement with the Trustee (aslandlord). In addition, the parent companies of Singapore Handicrafts and Freight Links, whichare LHN Group Pte. Ltd. and the Sponsor respectively, have each provided a corporateguarantee to the Trustee in respect of the respective obligations of Singapore Handicrafts andFreight Links (as applicable) under their respective leases. (See “Benefits of the Acquisitionsand the Rights Issue — The rental arrangements of the Property provide stability and downsideprotection” for details on the rental income support and rental collection arrangements).

There is no guarantee that the Properties will be able to generate the same level of revenueonce the rental income support arrangement and/or rental collection arrangement expires.

In addition, while LHN Group Pte. Ltd. and the Sponsor will each provide a corporateguarantee for the Eunos Ave 7 Property and the Changi South Property respectively, and LHNGroup Pte. Ltd. is a subsidiary of LHN Limited which is Catalist-listed on SGX-ST and theSponsor is itself listed on the Main Board of the SGX-ST, the corporate guarantees areultimately subject to the creditworthiness of LHN Group Pte. Ltd. and/or the Sponsor (asapplicable) and there can be no assurance that LHN Group Pte. Ltd. and/or the Sponsor willbe able to satisfy their obligations under the corporate guarantees.

RISKS RELATING TO INVESTING IN REAL ESTATE

There are general risks attached to investments in real estate.

Investments in real estate and therefore the income generated from the Enlarged Portfolio aresubject to various risks, including but not limited to:

• adverse changes in political or economic conditions;

• adverse local market conditions (such as over-supply of properties or reduction indemand for properties in the market in which Sabana REIT operates);

• the financial condition of tenants;

80

Page 99: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

• the availability of financing such as changes in availability of equity financing orborrowings, which may result in an inability by Sabana REIT to finance future acquisitionson favourable terms or at all;

• changes in financing costs and other operating expenses;

• changes in environmental laws and regulations, zoning laws and other governmentallaws, regulations and rules and fiscal policies (including tax laws and regulations);

• environmental claims in respect of real estate;

• changes in market rents;

• changes in energy prices;

• changes in the relative popularity of property types and locations leading to an oversupplyof space or a reduction in tenant demand for a particular type of property in a givenmarket;

• competition among property owners for tenants which may lead to vacancies or aninability to rent space on favourable terms;

• inability to renew leases or re-let space as existing leases or master leases expire;

• inability to collect rents from tenants on a timely basis or at all due to bankruptcy orinsolvency of the tenants or otherwise;

• insufficiency of insurance coverage or increases in insurance premiums;

• changes in the rate of inflation and consumer price indices;

• inability of the property managers to provide or procure the provision of adequatemaintenance and other services;

• defects affecting the properties of the Enlarged Portfolio which need to be rectified, orother required repair and maintenance of the properties of the Enlarged Portfolio, leadingto unforeseen capital expenditure;

• the relative illiquidity of real estate investments;

• considerable dependence on cash flow for the maintenance of, and improvements to, theproperties of the Enlarged Portfolio;

• increased operating costs, including real estate taxes;

• any defects or illegal structures that were not uncovered by physical inspection or duediligence review;

• management style and strategy of the Manager;

• the attractiveness of Sabana REIT’s properties to tenants;

• the cost of regulatory compliance;

• ability to rent out properties on favourable terms; and

81

Page 100: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

• power supply failure, acts of God, wars, terrorist attacks, uninsurable losses and otherfactors.

Many of these factors may cause fluctuations in occupancy rates, rental or room rates oroperating expenses, causing a negative effect on the value of real estate and income derivedfrom real estate. The annual valuation of the Enlarged Portfolio will reflect such factors and asa result may fluctuate upwards or downwards. The capital value of Sabana REIT’s real estateassets may be significantly diminished in the event of a sudden downturn in real estate marketprices or the economy in Singapore, which may adversely affect the financial condition ofSabana REIT.

Sabana REIT may be adversely affected by the illiquidity of real estate investments.

Sabana REIT’s investment strategy involves a higher level of risk, as compared to a portfoliowhich has a more diverse range of investments. Real estate investments are relatively illiquidand such illiquidity may affect Sabana REIT’s ability to vary its investment portfolio or liquidatepart of its assets in response to changes in economic, property market or other conditions.Sabana REIT may be unable to sell its assets on short notice or may be forced to give asubstantial reduction in the price that may otherwise be sought for such assets in order toensure a quick sale. Sabana REIT may face difficulties in securing timely and commerciallyfavourable financing in asset-based lending transactions secured by real estate due to theilliquid nature of real estate assets. These factors could have an adverse effect on SabanaREIT’s financial condition and results of operations, with a consequential adverse effect onSabana REIT’s ability to deliver expected distributions to Unitholders.

Sabana REIT’s ability to make distributions to Unitholders may be adversely affected byincreases in direct expenses and other operating expenses.

Sabana REIT’s ability to make distributions to Unitholders could be adversely affected if directexpenses and other operating expenses increase (save for such expenses for which SabanaREIT is not responsible pursuant to the lease agreements) without a corresponding increasein revenue.

Factors which could lead to an increase in expenses include, but are not limited to, thefollowing:

• increase in property tax assessments and other statutory charges;

• change in statutory laws, regulations or government policies which increase the cost ofcompliance with such laws, regulations or policies;

• change in Shari’ah principles or guidelines which increase the cost of compliance withsuch principles or guidelines;

• change in direct or indirect tax policies, laws or regulations;

• increase in sub-contracted service costs;

• increase in labour costs;

• increase in repair and maintenance costs;

• increase in the rate of inflation;

• defects affecting, or environmental pollution in connection with, Sabana REIT’s propertieswhich need to be rectified;

82

Page 101: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

• increase in insurance premium;

• increase in cost of utilities; and

• conversion of triple-net master lease arrangements to non triple-net master leasearrangement or multi-tenanted lease arrangements such as the property located at 39 UbiRoad 1, which was converted from a master lease arrangement to a multi-tenantedproperty on 7 December 2016.

The Rental Income (as defined herein) earned from, and the value of, the properties inthe Enlarged Portfolio may be adversely affected by a number of factors.

The Rental Income earned from, and the value of, the properties in the Enlarged Portfolio maybe adversely affected by a number of factors, including:

• vacancies following expiry or termination of leases or licences that lead to loweroccupancy rates which reduce the Rental Income and Sabana REIT’s ability to recovercertain operating costs through charge-out collections;

• the Manager’s ability to collect rent or licence fees from tenants and licencees on a timelybasis or at all;

• the amount and extent to which Sabana REIT is required to grant rebates on rental ratesto tenants, due to market pressure;

• tenants seeking the protection of bankruptcy laws which could result in delays in receiptof rent payments, inability to collect rentals at all or delays in the termination of thetenant’s lease, or which could hinder or delay the sale of a property in the EnlargedPortfolio or the re-letting of the relevant premises;

• the amount of rent payable by tenants and the terms on which lease renewals and newleases are agreed being less favourable than current leases;

• the national and international economic climate and real estate market conditions (suchas oversupply of, or reduced demand for, industrial space, the Singapore Government’srelease of land, changes in market rental rates and operating expenses for the propertiesin the Enlarged Portfolio);

• the Manager’s ability to provide adequate management and maintenance or to purchaseadequate insurance;

• tenants or sub-tenants failing to comply with the terms of their leases or sub-leases;

• bankruptcy, insolvency or downturn in the business of tenants or sub-tenants which maycause any of them not to renew their leases or sub-leases or to terminate them beforethey expire;

• competition for tenants from other similar properties which may affect rental levels oroccupancy levels at the properties in the Enlarged Portfolio;

83

Page 102: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

• changes in laws and governmental regulations in relation to real estate, including thosegoverning usage, zoning, taxes and government charges. Such revisions may lead to anincrease in management expenses or unforeseen capital expenditure to ensurecompliance. Rights relating to the relevant properties in the Enlarged Portfolio may alsobe restricted by legislative actions, such as revisions to building standards laws or townplanning laws, or the enactment of new laws relating to contamination andredevelopment; and

• acts of God, wars, terrorist attacks, riots, civil commotions, widespread communicablediseases and other events beyond the control of the Manager.

The rate of increase in rentals (if any) of the properties in the Enlarged Portfolio may beless than the inflation rate.

The rate of increase in rentals (if any) of the properties in the Enlarged Portfolio may be lessthan the inflation rate and therefore an investment in Sabana REIT may not provide aneffective hedge against inflation.

Sabana REIT’s properties or part thereof may be acquired compulsorily.

The Land Acquisition Act, Chapter 152 of Singapore, gives the Singapore Government (asdefined herein) the power to acquire any land in Singapore:

(i) for any public purpose;

(ii) where the acquisition is of public benefit or of public utility or in the public interest; or

(iii) for any residential, commercial or industrial purposes.

For example, on 3 May 2012, the Singapore Government took possession of the land whereone of Sabana REIT’s properties (1 Tuas Avenue 4, Singapore 639382) is situated. Thecompensation to be awarded pursuant to any compulsory acquisition would be based on,among other factors:

(a) the market value of the property as at the date of the publication in the SingaporeGovernment Gazette of the notification of the likely acquisition of the land (provided thatwithin six months from the date of publication, a declaration of intention to acquire ismade by publication in the Singapore Government Gazette); or

(b) the market value of the property as at the date of publication in the SingaporeGovernment Gazette of the declaration of intention to acquire.

Accordingly, if the market value of a property (or part thereof) is greater than the market valuesreferred to above, the compensation paid in respect of the property will be less than its marketvalue. In such event, such compulsory acquisitions would have an adverse effect on the valueof Sabana REIT’s property portfolio.

RISKS ASSOCIATED WITH AN INVESTMENT IN THE UNITS

The form of payment of the management fees will have an impact on DPU.

The amount of distribution available to Unitholders is affected by the form of payment of themanagement fees. If the Manager elects to receive the payment of the management fees in theform of cash, the amount of distribution available for distribution to Unitholders will be affected.

Similarly, if the Manager elects to receive the payment of the management fees in the form ofUnits, the distribution will be distributed over a larger number of Units.

84

Page 103: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The sale or possible sale of a substantial number of Units by the existing SubstantialUnitholders such as the Sponsor Entities, Mr. Khua Hock Su, Mr. Khua Kian Keongand/or Mr. Tong Jinquan in the public market could adversely affect the price of theUnits.

The Sponsor Entities, Mr. Khua Hock Su and Mr. Khua Kian Keong have, among others,undertaken to accept their respective pro rata allotment of Rights Units pursuant to theSponsor Undertaking and the Khua Individual Undertakings, respectively.

If any of the existing Substantial Unitholders, Sponsor Entities, Mr. Khua Hock Su and Mr.Khua Kian Keong, Mr. Tong Jinquan and/or any of their transferees of the Units sells or isperceived as intending to sell a substantial amount of his/its Units, or if a secondary offeringof the Units is undertaken in connection with an additional listing on another securitiesexchange, the market price for the Units could be adversely affected.

Sabana REIT may not be able to make distributions or the level of distributions may fall.

The net operating profit earned from real estate investments depends on, among other factors:

• the amount of rental income received; and

• the level of property, operating, financing and other expenses incurred.

If the properties do not generate sufficient net operating profit, Sabana REIT’s income, cashflow and ability to make distributions will be adversely affected.

No assurance is given as to Sabana REIT’s ability to pay or maintain distributions, nor is thereany assurance that the level of distributions will increase over time, that there will becontractual increases in rent under the leases of the properties or that the receipt of rentalincome in connection with expansion of the properties or acquisitions of properties willincrease Sabana REIT’s cash flow available for distribution to Unitholders.

Market and economic conditions may affect the market price and demand for the Units.

Movements in domestic and international securities markets, economic conditions, foreignexchange rates and financing costs may affect the market price of, and demand for, the Units.

An increase in market financing costs may have an adverse impact on the market price of theUnits if the annual yield on the price paid for the Units gives investors a lower return ascompared to other investments.

New issues of Units may cause dilution to existing Unitholders.

The Trust Deed contemplates new issues of Units and the Manager may issue new Units,including pursuant to equity fund raising exercises or for the payment of fees to the Managerin the form of Units. Such new issues of Units may have a dilutive effect on the unitholdingsand rights of Unitholders.

Furthermore, the offering price for such new issues of Units may be above, at or below the thencurrent NAV per Unit. The DPU may be diluted if new Units are issued and the use of proceedsfrom such issue of Units generates insufficient cash flow to cover dilution. Where new Units,including Units which may be issued to the Manager in payment of the Manager’smanagement, acquisition and/or divestment fees, are issued at less than the NAV per Unit, thethen current NAV of each existing Unit may be diluted.

85

Page 104: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The laws, regulations and accounting standards in Singapore and any otherjurisdictions in which Sabana REIT may operate may change.

Sabana REIT may be affected by the introduction of new or revised legislation, regulations,accounting standards or recommended accounting practice. Accounting standards inSingapore are subject to change as they are further aligned with international accountingstandards. The financial statements of Sabana REIT may be affected by the introduction ofsuch revised accounting standards or recommended accounting practice. The extent andtiming of these changes in accounting standards are unknown and subject to confirmation bythe relevant authorities. The Manager has not quantified the effects of these proposedchanges.

There is no assurance that these changes, if any, will not:

• have a significant impact on the presentation of Sabana REIT’s financial statements;

• have a significant impact on Sabana REIT’s results of operations;

• adversely affect the ability of Sabana REIT to make distributions to Unitholders;

• have an adverse effect on the ability of the Manager to carry out Sabana REIT’sinvestment strategy; or

• have an adverse effect on the operations and financial condition of Sabana REIT.

Sabana REIT may be affected by the introduction of new or revised legislation,regulations, guidelines or directives affecting REITs.

Sabana REIT may be affected by the introduction of new or revised legislation, regulations,guidelines or directions affecting REITs. There is no assurance that new or revised legislation,regulations, guidelines or directives will not adversely affect REITs generally or Sabana REITspecifically.

Sabana REIT may not be able to comply with the terms of the Tax Ruling or the TaxRuling may be revoked or amended.

Sabana REIT has received a tax ruling dated 15 October 2010 from the IRAS under which taxtransparency has been granted to Sabana REIT in respect of the income derived from itsproperties (the “Tax Ruling”). The Tax Ruling is subject to certain terms and conditions. Theseinclude undertakings by the Trustee and the Manager to take all reasonable steps necessaryto safeguard the IRAS against the loss of tax as a result of the Tax Ruling and to comply withall administrative requirements to ensure ease of tax administration.

The Tax Ruling may be revoked either in part or in whole or its terms may be reviewed andamended by the IRAS at any time.

If the Tax Ruling is revoked or if Sabana REIT is unable to comply with its terms, Sabana REITwill be subject to Singapore tax on its Taxable Income and the tax will be assessed on, andcollected from, the Trustee, in which case distributions to all Unitholders will be made after tax.

If Sabana REIT fails to meet the requirement that it distributes at least 90.0% of its TaxableIncome, Sabana REIT will be subject to tax on its Taxable Income and the tax will be assessedon, and collected from, the Trustee, in which case distributions to all Unitholders will be made

86

Page 105: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

after tax. Sabana REIT may have to borrow to meet on-going cash flow requirements in orderto distribute at least 90.0% of its Taxable Income since it may not have sufficient reserves todraw on, but its ability to borrow is limited by the Property Funds Appendix. Therefore, SabanaREIT may face liquidity constraints.

In addition, if the terms of the Tax Ruling are amended, Sabana REIT may not be able tocomply with the new terms imposed and this non-compliance could affect Sabana REIT’s taxtransparent status and its ability to distribute its Taxable Income free of Singapore taxdeduction at source.

Foreign Unitholders may not be permitted to participate in rights issues or entitlementsofferings by Sabana REIT.

The Trust Deed provides that, the Manager may, in its absolute discretion, elect not to extendan offer of Units under a rights issue to those Unitholders whose addresses, as registered withCDP, are outside Singapore. The rights or entitlements to the Units to which such Unitholderswould have been entitled will be offered for sale and sold in such manner, at such price andon such other terms and conditions as the Manager may determine, subject to such otherterms and conditions as the Trustee may impose. The proceeds of any such sale will be paidto the Unitholders whose rights or entitlements have been so sold, provided that where suchproceeds payable to the relevant Unitholders are less than S$10.00, the Manager is entitledto retain such proceeds as part of the Deposited Property. The holding of the relevant holderof the Units may be diluted as a result of such sale.

Property yield on real estate to be held by Sabana REIT is not equivalent to distributionyield on the Units.

Generally, property yield depends on NPI and is calculated as the amount of revenuegenerated by the properties, less the expenses incurred in maintaining, operating, managingand leasing the properties compared against the current value of the properties. Distributionyield on the Units, however, depends on the distributions payable on the Units, after taking intoaccount other expenses including (i) taxes, (ii) borrowing cost for the borrowings, (iii)management fees and trustee’s fee and (iv) other operating costs including administrative feesof Sabana REIT, as compared with the purchase price of the Units.

The Manager is not obliged to redeem Units.

Unitholders have no right to request the Manager to redeem their Units while the Units arelisted on the SGX-ST. Unitholders may only deal in their listed Units through trading on theSGX-ST.

Accordingly, apart from selling their Units through trading on the SGX-ST, Unitholders may notbe able to realise their investments in Units.

If the Units are de-listed from the SGX-ST and are unlisted on any other recognised stockexchange, the Manager may, but is not obliged to, repurchase or cause the redemption of Unitsmore than once a year in accordance with the Property Funds Appendix and a Unitholder hasno right to request for the repurchase or redemption of Units more than once a year.

Listing of the Units on the Main Board of the SGX-ST may not result in an active or liquidmarket for the Units.

An active public market for the Units may not develop or be sustained after the Rights Issue.The Manager has received in-principle approval from the SGX-ST to have the Rights Units

87

Page 106: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

listed and quoted on the Main Board of the SGX-ST. However, listing and quotation does notguarantee that the trading market for the Units will continue to be active or the liquidity of thatmarket for the Units. Unitholders must be prepared to hold their Units for an indefinite lengthof time.

There is no assurance that the Units will remain listed on the SGX-ST.

Although it is intended that the Units will remain listed on the SGX-ST, there is no guaranteeof the continued listing of the Units. Among other factors, Sabana REIT may not continue tosatisfy the listing requirements. Accordingly, Unitholders will not be able to sell their Unitsthrough trading on the SGX-ST if the Units are no longer listed on the SGX-ST.

Certain provisions of the Singapore Code on Take-overs and Mergers (the “Take-overCode”) could have the effect of discouraging, delaying or preventing a merger oracquisition which could adversely affect the market price of the Units.

Under the Take-over Code, an entity is required to make a mandatory offer for all the Units notalready held by it and/or parties acting in concert with it (as defined by the Take-over Code)in the event that an increase in the aggregate Unitholdings of it and/or parties acting in concertwith it results in the aggregate Unitholdings crossing certain specified thresholds.

While the Take-over Code seeks to ensure an equality of treatment among Unitholders, itsprovisions could substantially impede the ability of Unitholders to benefit from a change incontrol and, as a result, may adversely affect the market price of the Units and the ability torealise any potential change of control premium.

The price of the Units may decline after the Rights Issue.

The Issue Price of the Units is determined by agreement between the Manager and the JointLead Managers and Underwriters. The Issue Price may not be indicative of the market pricefor the Units upon completion of the Rights Issue. The trading price of the Units will dependon many factors, including, but not limited to:

• the perceived prospects of Sabana REIT’s business and investments and the market forcommercial properties or real estate-related assets;

• differences between Sabana REIT’s actual financial and operating results and thoseexpected by investors and analysts;

• changes in analysts’ recommendations or projections;

• changes in general economic or market conditions;

• the market value of Sabana REIT’s assets;

• the perceived attractiveness of the Units against those of other equity securities orborrowings, including those not in the real estate sector;

• the balance of buyers and sellers of the Units;

• the size and liquidity of the Singapore REIT market from time to time;

• any changes from time to time to the regulatory system, including the tax system, bothgenerally and specifically in relation to Singapore REITs;

• the ability on the Manager’s part to implement successfully its investment and growthstrategies;

88

Page 107: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

• foreign exchange rates; and

• broad market fluctuations, including increases in financing costs, borrowing costs andweakness of the equity markets.

Units may trade at prices that are higher or lower than the NAV per Unit. Based on the IssuePrice, the discount to the NAV per Unit as at 30 September 2016 was approximately 68.1%.To the extent that Sabana REIT retains operating cash flow for investment purposes, workingcapital reserves or other purposes, these retained funds, while increasing the value of SabanaREIT’s underlying assets, may not correspondingly increase the market price of the Units. Anyfailure to meet market expectations with regards to future earnings and cash distributions mayadversely affect the market price for the Units. Where new Units are issued at less than themarket price of Units, the value of an investment in Units may be affected. In addition,Unitholders who do not, or are not able to, participate in the new issuance of Units mayexperience a dilution of their interest in Sabana REIT. The Units are not capital-safe products.There is no guarantee that Unitholders can regain the amount invested. If Sabana REIT isterminated or liquidated, investors may lose a part or all of their investment in the Units.

Third parties may be unable to recover in claims brought against the Manager as theManager is not an entity with significant assets.

Third parties, in particular, Unitholders, may in future have claims against the Manager inconnection with the carrying on of its duties as manager of Sabana REIT (including in relationto the Rights Issue and this Offer Information Statement).

Under the terms of the Trust Deed, the Manager is indemnified from the Deposited Propertyagainst any actions, costs, claims, damages, expenses or demands to which it may be put asthe manager of Sabana REIT unless occasioned by the fraud, gross negligence, wilful defaultor breach of the Trust Deed by the Manager. In the event of any such fraud, gross negligence,wilful default or breach, only the assets of the Manager itself and not the Deposited Propertywould be available to satisfy a claim.

89

Page 108: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

GENERAL INFORMATION

LEGAL AND ARBITRATION PROCEEDINGS

(1) To the best of the Manager’s knowledge and belief, there are no legal or arbitrationproceedings, including those which are pending or known to be contemplated, which, inthe opinion of the Manager, may have or have had in the last 12 months before the dateof lodgement of this Offer Information Statement, a material effect on the financialposition or profitability of Sabana REIT.

MATERIAL CONTRACTS

(2) There were no material contracts entered into by the Trustee or the Manager, other thancontracts entered into in Sabana REIT’s ordinary course of business, for the period of twoyears before the date of lodgement of this Offer Information Statement, save for:

(i) the Management and Underwriting Agreement dated 20 December 2016 entered intobetween the Manager and the Joint Lead Managers and Underwriters in relation tothe Rights Issue;

(ii) the Sponsor Undertaking dated 20 December 2016 provided by the Sponsor to theManager and the Joint Lead Managers and Underwriters; and

(iii) the Khua Individual Undertakings dated 20 December 2016 provided by each of Mr.Khua Hock Su and Mr. Khua Kian Keong separately to the Manager and the JointLead Managers and Underwriters.

BREACH OF TERMS AND CONDITIONS OR COVENANTS OF CREDIT ARRANGEMENTOR BANK LOAN

(3) To the best of the Manager’s knowledge and belief, Sabana REIT is not in breach of anyof the terms and conditions or covenants associated with any credit arrangement or bankloan which could materially affect Sabana REIT’s financial position and results orbusiness operations, or the investments by Unitholders.

SIGNIFICANT CHANGES

(4) Save as disclosed in this Offer Information Statement, to the best of the Manager’sknowledge and belief, no event has occurred from 30 September 2016, being the last dayof the period covered by the 9M 2016 Unaudited Financial Statements, to the LatestPracticable Date, which may have a material effect on the financial position and resultsof Sabana REIT.

TRADING OF UNITS

(5) The Manager is not aware of any significant trading suspension on the SGX-ST during thethree years immediately preceding to the Latest Practicable Date.

(6) The Manager believes that Units are regularly traded on the SGX-ST.

90

Page 109: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

CONSENT FROM INDEPENDENT VALUERS

(7) The valuations as set out in the valuation certificates in Appendix E of this OfferInformation Statement were prepared by Savills Valuation and Professional Services (S)Pte Ltd and Knight Frank Pte Ltd for the purpose of, inter alia, incorporation in this OfferInformation Statement. Each of Savills Valuation and Professional Services (S) Pte Ltdand Knight Frank Pte Ltd has given, and has not, before the lodgement of this OfferInformation Statement, withdrawn its written consent to the issue of this Offer InformationStatement with the inclusion herein of its name and the Valuation Certificate prepared byit and all references thereto in the form and context in which they appear in this OfferInformation Statement.

CONSENTS FROM JOINT LEAD MANAGERS AND UNDERWRITERS

(8) Each of The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch,Maybank Kim Eng Securities Pte. Ltd. and United Overseas Bank Limited has given, andhas not, before the lodgement of this Offer Information Statement, withdrawn its writtenconsent to being named in this Offer Information Statement as a Joint Lead Manager andUnderwriter to the Rights Issue.

AUTHORITY TO ISSUE RIGHTS UNITS

(9) The Manager’s authority to issue the Rights Units is pursuant to the General Mandate thatwas given by the Unitholders to the Manager for the issue of new Units, pursuant to anordinary resolution obtained at an annual general meeting of Unitholders held on 12 April2016.

MISCELLANEOUS

(10) Sabana REIT is subject to the Code on Collective Investment Schemes issued by theAuthority. The Code on Collective Investment Schemes can be found on the website ofthe Authority at http://www.mas.gov.sg.

Save as disclosed in this Offer Information Statement, including the Appendices to thisOffer Information Statement, the Manager is not aware of any other matters which couldmaterially affect, directly or indirectly, the operations or financial position or results ofSabana REIT or investments by Unitholders.

Statements contained in this Offer Information Statement which do not state historicalfacts may be forward-looking statements. Such statements are based on certainassumptions and are subject to certain risks and uncertainties which could cause actualresults to differ materially from those forecasts. See the section entitled “Risk Factors” forfurther details. Under no circumstances should the inclusion of such information herein beregarded as a representation, warranty or prediction with respect to the accuracy of theunderlying assumptions by the Manager or any other person or that these results will beachieved or are likely to be achieved.

(11) Other than the Rights Entitlements under the Rights Issue, none of the Unitholders haspre-emptive rights to subscribe for or purchase the Rights Units.

As there may be prohibitions or restrictions against the offering of Rights Units in certainjurisdictions (other than Singapore), only Eligible Unitholders are eligible to participate inthe Rights Issue. Please refer to the section entitled “Eligibility of Unitholders toParticipate in the Rights Issue” for further information.

91

Page 110: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

GLOSSARY

For the purpose of this Offer Information Statement, the following definitions apply throughoutunless the context otherwise requires or otherwise stated:

4Q 2015 : The fourth quarter of FY2015

9M 2015 : The nine months ended 30 September 2015

9M 2016 : The nine months ended 30 September 2016

9M 2016 Unaudited FinancialStatements

: The unaudited financial statements of Sabana REIT for9M 2016

2013 Private Placement : Refers to the private placement of 40,000,000 newUnits to raise gross proceeds of S$40.0 million carriedout on 24 September 2013

AACP : Atrium Asia Capital Partners Pte. Ltd.

Acquisition Fee Units : Acquisition fee of approximately S$0.2 million to bepaid to the Manager in Units for the acquisition of theChangi South Property pursuant to the Trust Deed

Acquisitions : The proposed acquisitions of the Properties

Additional Rights Units : The additional Excess Rights Units representing up toapproximately 8.35% of the Rights Issue to besubscribed for by the Sponsor to the extent that theyremain unsubscribed after satisfaction of allapplications (if any) for Excess Rights Units

Aggregate Leverage : The ratio of the value of total borrowings and deferredpayments (if any) to the value of the DepositedProperty

ARE : The application and acceptance form for Rights Unitsand Excess Rights Units issued to Eligible Unitholdersin respect of their Rights Entitlements under the RightsIssue

ARS : The application and acceptance form for Rights Unitsto be issued to purchasers of the Rights Entitlementsunder the Rights Issue traded on the SGX-ST underthe book-entry (scripless) settlement system

ATM : Automated teller machine

Authority : Monetary Authority of Singapore

Blackwood : Blackwood Investment Pte. Ltd.

Board : Board of Directors of the Manager

CDP : The Central Depository (Pte) Limited

92

Page 111: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Changi South Call OptionNotice Period

: The period of 10 business days after the Trusteeissues its notice to Freight Links of the fulfilment of theconditions precedent in the Changi South PropertyPCOA

Changi South Property : 47 Changi South Avenue 2, Singapore 486148

Changi South Property PCOA : The conditional put and call option agreement withFreight Links on 15 December 2016 for the acquisitionof the Changi South Property

Changi South PurchaseAgreement

: The binding contract between Freight Links and theTrustee for the sale and purchase of the Changi SouthProperty which is deemed to be entered into by FreightLinks and the Trustee on the date of the Changi SouthProperty PCOA

CIMB Bank : CIMB Bank Berhad, Singapore Branch

Closing Date : (i) 18 January 2017 at 5.00 p.m. (or such otherdate(s) and/or time(s) as may be announced fromtime to time by or on behalf of the Manager),being the last date and time for acceptance of andpayment for the Rights Units by the renouncees(if acceptance is made through CDP); or

(ii) 18 January 2017 at 9.30 p.m. (or such otherdate(s) and/or time(s) as may be announced fromtime to time by or on behalf of the Manager),being the last date and time for acceptance of andpayment for the Rights Units by the renouncees(if acceptance is made through an ATM of aParticipating Bank)

Closing Price : The closing price of S$0.505 per Unit on the SGX-STon 19 December 2016, being the last trading day of theUnits prior to the announcement of the Rights Issue

Commodity Murabaha Facilities : Collectively, Term CMF C, Term CMF F, New TermCMF B and New Revolving CMF D

Companies Act : The Companies Act, Chapter 50 of Singapore

Convertible Sukuk : The S$80.0 million unsecured convertible sukuk of4.50% per annum due September 2017

CPF : Central Provident Fund

CPF Board : Central Provident Fund Board

CPF Funds : CPF Investible Savings

CPFIS : CPF Investment Scheme

93

Page 112: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Deposited Property : All the assets of Sabana REIT, including all theproperties and all the authorised investments ofSabana REIT for the time being held or deemed to beheld upon the trusts of the Trust Deed

Directors : The directors of the Manager

DPU : Distribution per Unit

Dual Secured Properties : 8 Commonwealth Lane and 34 Penjuru Lane

Electronic Application : Acceptance of the Rights Units and (if applicable)application for Excess Rights Units under the RightsIssue made through an ATM of a Participating Bank inaccordance with the terms and conditions of this OfferInformation Statement

Electronic Application Steps : The procedures for Electronic Applications as set outin the ATM screens of the relevant Participating Banks

Eligible Unitholders : Unitholders with Units standing to the credit of theirSecurities Accounts and whose registered addresseswith CDP are in Singapore as at the Rights IssueBooks Closure Date or who have, at least three MarketDays prior to the Rights Issue Books Closure Date,provided CDP with addresses in Singapore for theservice of notices and documents, but exclude, subjectto certain exceptions, Unitholders located, resident orwith a registered address in the United States or anyjurisdiction in which the offering of Rights Entitlementsand Rights Units may not be lawfully made

Enlarged Portfolio : The properties in the Existing Portfolio and such otherProperties that are acquired by Sabana REIT pursuantto the Acquisitions

EPU : Earnings per Unit

Eunos Ave 3 Call Option NoticePeriod

: The period of 10 business days after the Trusteeissues its notice to General Cars of the fulfilment of theconditions precedent in the Eunos Ave 3 PropertyPCOA

Eunos Ave 3 Property : 107 Eunos Avenue 3, Singapore 409837

Eunos Ave 3 Property PCOA : The conditional put and call option agreement withGeneral Cars on 14 December 2016 for the acquisitionof the Eunos Ave 3 Property

Eunos Ave 3 PurchaseAgreement

: The binding contract between General Cars and theTrustee for the sale and purchase of the Eunos Ave 3Property which is deemed to be entered into byGeneral Cars and the Trustee on the date of the EunosAve 3 Property PCOA

94

Page 113: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Eunos Ave 7 Call Option NoticePeriod

: The period of 10 business days after the Trusteeissues its notice to Singapore Handicrafts of thefulfilment of conditions precedent

Eunos Ave 7 Property : 72 Eunos Avenue 7, Singapore 409570

Eunos Ave 7 Property PCOA : The conditional put and call option agreement withSingapore Handicrafts on 8 December 2016 for theacquisition of the Eunos Ave 7 Property

Eunos Ave 7 PurchaseAgreement

: The binding contract between Singapore Handicraftsand the Trustee for the sale and purchase of the EunosAve 7 Property which is deemed to be entered into bySingapore Handicrafts and the Trustee on the date ofthe Eunos Ave 7 Property PCOA

Eunos Properties : The Eunos Ave 7 Property and the Eunos Ave 3Property

Excess Rights Units : The Rights Units represented by the provisionalallotments (A) of (i) Eligible Unitholders who decline,do not accept, and elect not to renounce or sell theirRights Entitlements under the Rights Issue (during theRights Entitlements trading period prescribed by theSGX-ST) and/or (ii) Ineligible Unitholders which havenot been sold during the Rights Entitlements tradingperiod or (B) that have not been validly taken up by theoriginal allottees, renouncees of the RightsEntitlements or the purchasers of Rights Entitlements

Existing Portfolio : The portfolio of properties currently held by SabanaREIT consisting of 21 properties in Singapore (151Lorong Chuan, 8 Commonwealth Lane, 9 Tai SengDrive, 15 Jalan Kilang Barat, 1 Tuas Avenue 4, 23Serangoon North Avenue 5, 508 Chai Chee Lane, 33 &35 Penjuru Lane, 18 Gul Drive, 34 Penjuru Lane, 51Penjuru Road, 26 Loyang Drive, 218 Pandan Loop, 3AJoo Koon Circle, 2 Toh Tuck Link, 10 Changi SouthStreet 2, 123 Genting Lane, 30 & 32 Tuas Avenue 8, 39Ubi Road 1, 21 Joo Koon Crescent and 6 WoodlandsLoop)

Existing Rent Payment Scheme : JTC’s current policy (which came into effect on 1January 2013) governing the sale and assignment of aJTC lease by a lessee to a buyer which is a third partyfacility provider such as a REIT, if such JTC leaseprovides for the lessee to pay JTC a yearly rent

Extraordinary General Meeting : The extraordinary general meeting to be held before30 June 2017 to seek Unitholders’ approval for theacquisition of the Changi South Property

Facilities : The total facilities of approximately S$843.0 millioncomprising the Commodity Murabaha Facilities,Revolving Murabahah Facility, Convertible Sukuk andMulticurrency Trust Certificates Programme

95

Page 114: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Financial Statements : The FY2013 Audited Financial Statements, FY2014Audited Financial Statement, FY2015 AuditedFinancial Statements and 9M 2016 UnauditedFinancial Statements

Foreign Purchasers : Persons whose registered addresses with CDP areoutside Singapore and who purchase the RightsEntitlements through the book-entry (scripless)settlement system

Freight Links : Freight Links Properties Pte. Ltd.

FY2013 : The financial year from 1 January 2013 to 31December 2013

FY2013 Audited FinancialStatements

: The audited financial statements of Sabana REIT forFY2013

FY2014 : The financial year from 1 January 2014 to 31December 2014

FY2014 Audited FinancialStatements

: The audited financial statements of Sabana REIT forFY2014

FY2015 : The financial year from 1 January 2015 to 31December 2015

FY2015 Audited FinancialStatements

: The audited financial statements of Sabana REIT forFY2015

General Cars : General Cars Fleet Management Pte Ltd

General Mandate : The general mandate that was given by theUnitholders to the Manager for the issue of new Units,pursuant to an ordinary resolution obtained at anannual general meeting of Unitholders held on 12 April2016

Group : Sabana REIT and its subsidiaries

GST : Goods and services tax

HDB : Housing & Development Board

HSBC : The Hongkong and Shanghai Banking CorporationLimited

HSBC Amanah : HSBC Amanah Malaysia Berhad

Independent Shari’ahCommittee

: The independent Shari’ah committee appointed toprovide ongoing advice on Shari’ah compliance bySabana REIT

Ineligible Unitholders : Unitholders who are not Eligible Unitholders

IPO : Initial public offering of Sabana REIT

96

Page 115: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

IRAS : The Inland Revenue Authority of Singapore

Issue Price : S$0.258, being the issue price per Rights Unit

Joint Lead Managers andUnderwriters

: The Hongkong and Shanghai Banking CorporationLimited, Singapore Branch, Maybank Kim EngSecurities Pte. Ltd. and United Overseas BankLimited, as the joint lead managers and underwritersfor the Rights Issue

JTC : JTC Corporation

KHS Units : The 1,229,000 Units which Mr. Khua Hock Su has adirect interest in as at the Latest Practicable Date

Khua Individual Undertakings : The irrevocable undertaking provided by each of Mr.Khua Hock Su and Mr. Khua Kian Keong separately toeach of (a) the Manager and (b) the Joint LeadManagers and Underwriters

KKK Units : The 12,988,000 Units which Mr. Khua Kian Keong hasa direct interest in as at the Latest Practicable Date

Latest Practicable Date : 23 December 2016, being the latest practicable dateprior to the lodgement of this Offer InformationStatement with the Authority

Lian Hup : Lian Hup Holdings Pte Ltd

Listing Manual : The Listing Manual of the SGX-ST

LTA : The Land Transport Authority of Singapore

Management and UnderwritingAgreement

: The management and underwriting agreement enteredinto between the Manager and the Joint LeadManagers and Underwriters on 20 December 2016

Manager : Sabana Real Estate Investment Management Pte.Ltd., as manager of Sabana REIT

Market Day : Any day (other than a Saturday, Sunday or gazettedpublic holiday) on which commercial banks are openfor business in Singapore and the SGX-ST is open fortrading

Master-tenanted Properties : 23 Serangoon North Avenue 5, 34 Penjuru Lane and15 Jalan Kilang Barat

Master Lease Agreements : The master lease agreements entered into betweenthe Trustee and the Master Lessees in connection withthe Master Leases

Master Lease Properties : The properties in the Existing Portfolio which areunder Master Leases

Master Leases : The master leases of the properties in the ExistingPortfolio entered into with Master Lessees

97

Page 116: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Master Lessees : The master lessees refers to the master tenants of thefollowing properties in the Existing Portfolio:

1) 1 Tuas Avenue 4

2) 33 & 35 Penjuru Lane

3) 18 Gul Drive

4) 51 Penjuru Road

5) 26 Loyang Drive

6) 3A Joo Koon Circle

7) 10 Changi South Street 2

8) 30 & 32 Tuas Avenue 8

9) 39 Ubi Road 1

10) 21 Joo Koon Crescent

11) 6 Woodlands Loop

Maybank : Malayan Banking Berhad, Singapore Branch

MERS : Middle East Respiratory Syndrome

MTI : Ministry of Trade and Industry

Multicurrency Trust Certificates1

: The S$90.0 million 4.00% fixed periodic distributiontrust certificates issued on 19 March 2014 and due on19 March 2018 pursuant to the Multicurrency TrustCertificates Programme

Multicurrency Trust Certificates2

: The S$100.0 million 4.25% fixed periodic distributiontrust certificates issued on 3 October 2014 and due on3 April 2019 pursuant to the Multicurrency TrustCertificates Programme

Multicurrency Trust CertificatesProgramme

: Multicurrency Islamic Trust Certificates Programmeestablished on 16 April 2013

NAV : Net asset value

NLA : Net lettable area

New Revolving CMF D : 3.5-year revolving Commodity Murabaha facility of upto S$18.0 million due February 2020 to re-finance andreplace the existing Revolving Commodity MurabahaFacility D

New Term CMF B : 3.5-year Commodity Murabaha facility of up to S$90.0million due February 2020 to re-finance the existingTerm Commodity Murabaha Facility B

98

Page 117: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Non-permissible Activities : Activities which are non-permissible under theShari’ah Guidelines

Non-recurring Finance Costs : Non-recurring break costs and unamortisedtransaction costs being written off and termination ofthe profit rate swaps associated with the refinancing ofcertain existing term facilities under the OriginalMaster Murabaha Agreement

NPI : Net property income

Offer Information Statement : This offer information statement to Unitholders dated30 December 2016

OOE : The outgoings and operating expenses expected to beincurred by the General Cars in providing propertymanagement and maintenance and leasing services tothe Trustee, as owner of the Eunos Ave 3 Property

Original Master MurabahaAgreement

: The master murabaha agreement dated 9 November2010 between the Trustee, HSBC, and HSBC Amanahas amended and restated on 17 November 2011, 23August 2012 and 12 November 2013

Participating Banks : The banks as set out in Appendix D of this OfferInformation Statement

PRC : People’s Republic of China

Prospectus : The prospectus dated 22 November 2010 inconnection with the listing of Sabana REIT on theSGX-ST

Properties : The Eunos Ave 7 Property, the Eunos Ave 3 Propertyand the Changi South Property

Property Funds Appendix : Appendix 6 of the CIS Code issued by the MAS inrelation to real estate investment trusts

Property Manager : Sabana Property Management Pte. Ltd., as theproperty manager of Sabana REIT

Pro Rata Allocation : The provisional allotment of Rights Units for each ofMr. Khua Hock Su and Mr. Khua Kian Keong

Purchasers : The purchasers of the Rights Entitlements

Put Option Date : The date, being 24 September 2015, that holders ofS$29.75 million in aggregate principal amount ofConvertible Sukuk exercised their put option pursuantto Condition 12(g) of the terms and conditions of theConvertible Sukuk

REIT : Real estate investment trust

99

Page 118: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Relevant Particulars : Information pertaining to an Applicant’s SecuritiesAccount maintained in CDP’s record, including,without limitation, his name(s), his NRIC number(s) orpassport number(s), Securities Account number(s),address(es), the number of Units standing to the creditof his Securities Account, the number of RightsEntitlements allotted to him, his acceptance and (ifapplicable) application for Excess Rights Units andany other information

Relevant Parties : The Manager and any other relevant parties as CDPmay deem fit that CDP is authorised to give theRelevant Information to in an Electronic Application

Rental Income : Net rental income, after rent rebates and provisions forrent free periods

Rental Support Amount : The rental income support sum (subject to anaggregate maximum of S$6,309,616.70) that GeneralCars agreed to provide to the Trustee (as landlord ofthe Eunos Ave 3 Property), in accordance with theEunos Ave 3 Property PCOA

Revolving CMF D : The three-year revolving Commodity MurabahaFacility of up to S$48.0 million due November 2016

Revolving Murabahah Facility : The three-year term revolving Commodity Murabahahfacility of up to S$50.0 million due September 2018

Rights Entitlements : The provisional allotments of Rights Units to EligibleUnitholders under the Rights Issue

Rights Issue : The issue of new Units on a renounceable basis toEligible Unitholders on the basis of the Rights Ratio atthe Issue Price

Rights Issue Books ClosureDate

: 5.00 p.m. on 29 December 2016 being the time anddate on which the Transfer Books and Register ofUnitholders are closed to determine the RightsEntitlements of Eligible Unitholders under the RightsIssue

Rights Ratio : The rights ratio of 42 Rights Unit for every one hundred(100) existing Units standing to the credit of an EligibleUnitholders’ Securities Account as at the Rights IssueBooks Closure Date

Rights Units : The new Units to be issued by the Manager pursuantto the Rights Issue

Sabana REIT : Sabana Shari’ah Compliant Industrial Real EstateInvestment Trust, a unit trust constituted in theRepublic of Singapore pursuant to the Trust Deed (asamended)

SARS : Severe Acute Respiratory Syndrome

100

Page 119: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Securities Account : A securities account maintained by a Depositor withCDP (but does not include securities sub-accounts)

Securities Act : U.S. Securities Act of 1933, as amended

Securitised Properties : The investment properties of Sabana REIT mortgagedfor the purposes of the Commodity Murabaha Facilities

SFA : Securities and Futures Act, Chapter 289 of Singapore

SGXNET : An internet-based corporate announcementsubmission system maintained by the SGX-ST

SGX-ST : Singapore Exchange Securities Trading Limited

Shari’ah Certification : The endorsement statement of the IndependentShari’ah Committee certifying that Sabana REIT isShari’ah compliant

Shari’ah Guidelines : The guidelines issued by the Independent Shari’ahCommittee to be observed by the Manager to ensurethat Sabana REIT is and will continue to be Shari’ahcompliant

Singapore Enterprises : Singapore Enterprises Private Limited

Singapore Government : The government of the Republic of Singapore

Singapore Handicrafts : Singapore Handicrafts Pte Ltd

SIP : Sabana Investment Partners Pte. Ltd.

Sponsor : Vibrant Group Limited

Sponsor Entities : The Sponsor, the Manager and Singapore Enterprises

Sponsor Entities’ Pro RataAllocation

: The Sponsor Entities’ respective provisional allocationof Rights Units

Sponsor Undertaking : The irrevocable undertaking provided by the Sponsorto each of (a) the Manager and (b) the Joint LeadManagers and Underwriters

Sponsor Units : The 75,534,692 Units which the Sponsor has anaggregate interest in, directly and through theManager and Singapore Enterprises as at the LatestPracticable Date

sq m : square metres

sq ft : square feet

SRS : Supplementary Retirement Scheme

101

Page 120: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

SRS Account : An account opened by a participant in the SRS fromwhich money may be withdrawn for, inter alia, paymentof the Issue Price of the Rights Units and/or, excessRights Units

Substantial Unitholders : Unitholders with interests in not less than 5.0% of allUnits in issue

Sub-tenant Rent : The aggregate rent, service charge, facilities fees andlicence fees payable by all existing occupiers of theEunos Ave 7 Property

Sukukholders : Holders of the Convertible Sukuk

T-Pin : Telephone Pin

Take-over Code : Singapore Code on Take-overs and Mergers

Tax Ruling : The tax ruling dated 15 October 2010 issued by IRASon the taxation of Sabana Shari’ah Compliant REITand its Unitholders

Taxable Income : Income chargeable to tax after deduction of theallowable expenses incurred

Term CMF B : Refers to the two-year term Commodity MurabahaFacility of up to S$90.0 million due November 2016

Term CMF C : Refers to the five-year Commodity Murabaha Facilityof up to S$30.0 million due November 2019

Term CMF F : Refers to the five�year term Commodity MurabahaFacility of up to S$75.0 million due August 2017

TERP : The theoretical ex-rights price of S$0.432 per Unitwhich is calculated as follows:

TERP =

Market capitalisation of Sabana REIT1 +Gross proceeds from the Rights Issue

Units outstanding after the Rights Issue

TOP : Temporary Occupation Permit

Top Up Payment : Sum equal to the difference between the NPI of theEunos Ave 3 Property NPI for the year and theguaranteed NPI for the relevant year

Total Acquisition Cost : The Total Purchase Consideration, the AcquisitionFees, and the estimated stamp duty, upfront landpremium, professional and other fees and expensesincurred or to be incurred by Sabana REIT inconnection with the Acquisitions

1 Based on the Closing Price.

102

Page 121: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Total Purchase Consideration : Aggregate purchase consideration of the Eunos Ave 7Property, the Eunos Ave 3 Property and the ChangiSouth Property

Transactions : The Acquisitions (including the leasebackarrangements) and the Rights Issue

Transaction Slip : The ATM transaction slip confirming details of anApplicant’s Electronic Application

Trust Certificates : Islamic trust certificates given pursuant to theMulticurrency Islamic Trust Certificates Programme

Trust Deed : The trust deed dated 29 October 2010 constitutingSabana REIT entered into between the Trustee andthe Manager, as amended, varied, or supplementedfrom time to time

Trustee : HSBC Institutional Trust Services (Singapore) Limited,as trustee of Sabana REIT

UOB : United Overseas Bank Limited

U.S. : United States of America

Unit(s) : An undivided interest in Sabana REIT as provided forin the Trust Deed

Unitholder(s) : The registered holder for the time being of a Unitincluding persons so registered as joint holders,except that where the registered holder is CDP, theterm “Unitholder” shall, in relation to Units registeredin the name of CDP, mean, where the context requires,the depositor whose Securities Account with CDP iscredited with Units

Unit Registrar : Boardroom Corporate & Advisory Services Pte. Ltd.

Unit Share Market : Refers to the ready market of the SGX-ST for tradingof odd lots of Units with a minimum size of one Unit

Vendors : General Cars, Singapore Handicrafts and FreightLinks

Vibrant Capital : Vibrant Capital Pte. Ltd.

WALE : Weighted average lease expiry

% : Per centum or percentage

For the purpose of this Offer Information Statement, the following definitions apply throughoutunless the context otherwise requires or otherwise stated:

The terms “Depositor” and “Depository Agent” shall have the meanings ascribed to themrespectively in Section 81SF of the SFA.

103

Page 122: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

The term “subsidiary” shall have the meaning ascribed to it in Section 5 of the Companies Act.Any references to the Manager shall refer to it acting in its capacity as manager of SabanaREIT, unless the context of the statement otherwise requires.

Any reference in this Offer Information Statement, the ARE or the ARS to any enactment is areference to that enactment for the time being amended or re-enacted. Any words defined inthe Companies Act, the SFA, the Securities and Futures (Offer of Investments) (CollectiveInvestment Schemes) Regulations 2005, the Code on Collective Investment Schemes issuedby the Authority, the Property Funds Appendix, the Listing Manual or any modification thereofand used in this Offer Information Statement, the ARE or the ARS shall, where applicable, havethe same meaning ascribed to it in the Companies Act, the SFA, the Securities and Futures(Offer of Investments) (Collective Investment Schemes) Regulations 2005, the Code onCollective Investment Schemes issued by the Authority, the Property Funds Appendix, theListing Manual or such modification thereof, as the case may be, unless otherwise provided.

Words importing the singular shall, where applicable, include the plural and vice versa andwords importing the masculine gender shall, where applicable, include the feminine and neutergenders. References to persons shall, where applicable, include corporations.

Any reference in this Offer Information Statement to any enactment is a reference to thatenactment for the time being amended or re-enacted.

Any reference to dates and to a time of day in this Offer Information Statement shall be areference to Singapore dates and time unless otherwise stated.

Any discrepancies in the tables, graphs and charts between the listed amounts and totalsthereof are due to rounding. Figures and percentages are rounded to an appropriate numberof decimal places, where applicable.

104

Page 123: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

APPENDIX A

CERTAIN FINANCIAL INFORMATION RELATING TO SABANA REIT

Selected financial data from the FY2013 Audited Financial Statements, the FY2014 AuditedFinancial Statements, the FY2015 Audited Financial Statements and the 9M 2016 UnauditedFinancial Statements including the line items in the consolidated statements of total return anddistribution statements, consolidated statements of financial position and consolidatedstatements of cash flows of the Group, is set out in this Appendix. Financial data relating to (i)DPU, (ii) pro forma DPU to reflect the Transactions, (iii) EPU, (iv) adjusted EPU to reflect theRights Issue only, (v) pro forma EPU to reflect the Transactions, (vi) adjusted NAV per Unit toreflect the Rights Issue and (vii) pro forma NAV per Unit to reflect the Transactions are alsoset out below.

Such selected financial data should be read together with the relevant notes to the FinancialStatements, where applicable, which are available on the website of Sabana REIT athttp://www.sabana-reit.com and are also available for inspection during normal business hoursat the registered office of the Manager at 151 Lorong Chuan, #02-03 New Tech Park,Singapore 556741, from the date of this Offer Information Statement up to and including thedate falling six months after the date of this Offer Information Statement1.

Save for the Financial Statements which are deemed incorporated into this Offer InformationStatement by reference, the information contained on the website of Sabana REIT does notconstitute part of this Offer Information Statement.

1 Prior appointment with the Manager will be appreciated.

A-1

Page 124: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

CONSOLIDATED STATEMENTS OF TOTAL RETURN

Unaudited

9M 2016

Audited

FY2015

Audited

FY2014

Audited

FY2013

S$’000 S$’000 S$’000 S$’000

Gross revenue . . . . . . . . . . . . . . . . . . . . . . . . 69,267 100,824 100,342 89,485

Property expenses . . . . . . . . . . . . . . . . . . . . . (26,219) (29,219) (27,396) (9,125)

Net property income . . . . . . . . . . . . . . . . . . 43,048 71,605 72,946 80,360

Finance income . . . . . . . . . . . . . . . . . . . . . . . 187 130 82 61

Finance costs. . . . . . . . . . . . . . . . . . . . . . . . . (15,714) (21,548) (24,565) (20,310)

Net finance costs . . . . . . . . . . . . . . . . . . . . . (15,527) (21,418) (24,483) (20,249)

Amortisation of intangible assets . . . . . . . . . — (447) (1,383) (1,427)

Manager’s fees . . . . . . . . . . . . . . . . . . . . . . . (4,047) (6,263) (6,173) (5,868)

Trustee’s fees . . . . . . . . . . . . . . . . . . . . . . . . (344) (544) (520) (488)

Donation of non-Shari’ah compliantincome. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (82) (63) (54) (131)

Other trust expenses . . . . . . . . . . . . . . . . . . . (857) (1,209) (1,225) (1,415)

Loss on conversion of Convertible Sukuk . . — — — (1,228)

Loss on exercise of put option onConvertible Sukuk by Sukukholders . . . . . — (648) — —

(5,330) (8,727) (7,972) (9,130)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . 22,191 41,013 39,108 49,554Net change in fair value of financial

derivatives . . . . . . . . . . . . . . . . . . . . . . . . . (1,516) 2,259 5,298 1,393

Net change in fair value of investmentproperties . . . . . . . . . . . . . . . . . . . . . . . . . . (50,843) (116,708) (7,501) 12,441

Loss on divestment of investmentproperties . . . . . . . . . . . . . . . . . . . . . . . . . . (558) — — —

Total return for the period/yearbefore taxation and distribution . . . . . . (30,726) (73,436) 36,905 63,388

Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . * * * *

Total return for the period/yearafter taxation and before distribution . . (30,726) (73,436) 36,905 63,388

* Less than S$1,000

A-2

Page 125: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Unaudited9M 2016

AuditedFY2015

AuditedFY2014

AuditedFY2013

S$’000 S$’000 S$’000 S$’000

EPU as reported (cents)- Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.18) (10.07) 5.30 9.64- Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.18)(1) (10.07)(1) 5.08 9.64(1)

Adjusted EPU for the Rights Issue only(cents)

- Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.94)(2) (7.06)(3) NA NA- Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.94)(1),(2) (7.06)(1),(3) NA NA

Pro forma EPU for the Transactions(cents)

- Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.96)(4) (6.94)(5) NA NA- Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.96)(1),(4) (6.94)(1),(5) NA NA

Notes:

(1) The diluted EPU were the same as the basic EPU as the Convertible Sukuk was anti-dilutive.

(2) Adjusted on the assumption that (i) the Rights Issue was completed on 1 January 2016, (ii) 310,712,244 Rights

Units issued and (iii) the net proceeds of approximately S$76.8 million being used for Sabana REIT’s cash

balance.

(3) Adjusted on the assumption that (i) the Rights Issue was completed on 1 January 2015, (ii) 310,712,244 Rights

Units issued and (iii) the net proceeds of approximately S$76.8 million being used for Sabana REIT’s cash

balance.

(4) Adjusted for the pro forma financial effects of the Transactions, as if the Transactions were completed on 1

January 2016 and Properties were held through to 30 September 2016. This includes (i) 310,712,244 Rights

Units issued, (ii) approximately 0.5 million Units issued to the Manager as Acquisition Fee Units and (iii)

approximately 0.6 million Units issued and issuable to the Manager as 80% of the base management fees for

9M 2016.

(5) Adjusted for the pro forma financial effects of the Transactions, as if the Transactions were completed on 1

January 2015 and Properties were held through to 31 December 2015. This includes (i) 310,712,244 Rights

Units issued (ii) approximately 0.5 million Units issued to the Manager as Acquisition Fee Units and (iii)

approximately 0.8 million Units issued and issuable to the Manager as 80% of the base management fees for

FY2015.

A-3

Page 126: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

CONSOLIDATED DISTRIBUTION STATEMENTS

Unaudited

9M 2016

Audited

FY2015

Audited

FY2014

Audited

FY2013

S$’000 S$’000 S$’000 S$’000

Total return for the period/year aftertaxation and before distribution . . . . . . (30,726) (73,436) 36,905 63,388

Non-tax deductible/(chargeable) items. . . . . 58,417 123,571 14,719 (1,633)

Income available for distribution for theperiod/year . . . . . . . . . . . . . . . . . . . . . . . . 27,691 50,135 51,624 61,755

DPU as reported (cents) . . . . . . . . . . . . . . 3.76 6.85 7.33 9.38

Pro forma DPU for the Transactions(cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.09(1) 5.41(2) NA NA

Notes:

(1) Adjusted for the pro forma financial effects of the Transactions, as if the Transactions were completed on 1

January 2016 and held the Properties through to 30 September 2016.

(2) Adjusted for the pro forma financial effects of the Transactions, as if the Transactions were completed on 1

January 2015 and held the Properties through to 31 December 2015.

A-4

Page 127: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Unaudited Audited

30 September

2016

31 December

2015

S$’000 S$’000

Non-current assetsInvestment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,027,900 1,090,200

1,027,900 1,090,200

Current assetsInvestment properties held for divestment . . . . . . . . . . . . . . . . . . 13,000 54,600Derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 403Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,582 9,758Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,817 10,438

32,399 75,199

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,060,299 1,165,399

Current liabilitiesTrade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,271 14,438Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128,211 147,288Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 829 2

140,311 161,728

Non-current liabilitiesTrade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,622 15,928Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307,492 333,796Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 492 206

323,606 349,930

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 463,917 511,658

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596,382 653,741

Represented by:Unitholders’ funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 596,382 653,741

As reportedUnits issued and to be issued (’000) . . . . . . . . . . . . . . . . . . . . . . 739,791 734,027NAV per Unit (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.81 0.89

Adjustment made for Rights Issue onlyAdjusted Units issued and to be issued (’000) . . . . . . . . . . . . . . 1,050,503(1) 1,044,739(2)

Adjusted NAV per Unit (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.64(1) 0.70(2)

Pro forma effects of the TransactionsPro forma Units issued and to be issued (’000) . . . . . . . . . . . . . 1,051,035(3) 1,045,271(4)

Pro forma NAV per Unit (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.64(3) 0.69(4)

A-5

Page 128: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Notes:

(1) Adjusted on the assumption that (i) the Rights Issue was completed on 30 September 2016, (ii) 310,712,244

Rights Units issued and (iii) the net proceeds of approximately S$76.8 million being used for Sabana REIT’s

cash balance.

(2) Adjusted on the assumption that (i) the Rights Issue was completed on 31 December 2015, (ii) 310,712,244

Rights Units issued and (iii) the net proceeds of approximately S$76.8 million being used for Sabana REIT’s

cash balance.

(3) Adjusted for the pro forma financial effects of the Transactions, as if the Transactions were completed on 30

September 2016. This includes (i) 310,712,244 Rights Units issued and (ii) approximately 0.5 million Units

issued to the Manager as Acquisition Fee Units.

(4) Adjusted for the pro forma financial effects of the Transactions, as if the Transactions were completed on 31

December 2016. This includes (i) 310,712,244 Rights Units issued and (ii) approximately 0.5 million Units

issued to the Manager as Acquisition Fee Units.

A-6

Page 129: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited Audited

9M 2016 FY2015

S$’000 S$’000

Cash flows from operating activitiesTotal return for the year after taxation and before distribution . . (30,726) (73,436)

Adjustments for:

Amortisation of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . — 447

Manager’s fees paid/payable in Units . . . . . . . . . . . . . . . . . . . . . 3,238 5,011

Net change in fair value of financial derivatives . . . . . . . . . . . . . 1,516 (2,259)

Net change in fair value of investment properties. . . . . . . . . . . . 50,843 116,708

Loss on divestment of investment properties . . . . . . . . . . . . . . . 558 —

Loss on exercise of put option on Convertible Sukuk bySukukholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 648

Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,527 21,418

40,956 68,537

Change in trade and other receivables . . . . . . . . . . . . . . . . . . . . (824) (1,039)

Change in trade and other payables . . . . . . . . . . . . . . . . . . . . . . (1,698) 2,438

Cash generated from operating activities . . . . . . . . . . . . . . . . . . 38,434 69,936

Ta’widh (compensation of late payment of rent) received. . . . . . 162 65

Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . 38,596 70,001

Cash flows from investing activitiesCapital expenditure on investment properties . . . . . . . . . . . . . . . (1,543) (1,455)

Divestment of investment properties . . . . . . . . . . . . . . . . . . . . . . 54,600 —

Profit income received from Islamic financial institutions . . . . . . 25 65

Net cash from/(used in) investing activities . . . . . . . . . . . . . . 53,082 (1,390)

Cash flows from financing activitiesProceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,900 29,500

Repayment of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (148,000) (29,750)

Issue expenses paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (40)

Transaction costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,244) (446)

Finance costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,084) (19,345)

Distributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,871) (50,379)

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . (93,299) (70,460)

Net decrease in cash and cash equivalents . . . . . . . . . . . . . . (1,621) (1,849)

Cash and cash equivalents at beginning of the period/year. . . . 10,438 12,287

Cash and cash equivalents at end of the period/year . . . . . . 8,817 10,438

A-7

Page 130: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

APPENDIX B

PROCEDURES FOR ACCEPTANCE, PAYMENT, RENUNCIATION ANDAPPLICATION FOR RIGHTS UNITS AND/OR EXCESS RIGHTS UNITS BY

ELIGIBLE UNITHOLDERS

1. INTRODUCTION

1.1 Eligible Unitholders are entitled to receive this Offer Information Statement and the AREwhich forms part of this Offer Information Statement. For the purposes of this OfferInformation Statement, any reference to an application by way of an ElectronicApplication without reference to such an Electronic Application being made through anATM of a Participating Bank shall, where the Eligible Unitholder is a Depository Agent, betaken to include an application made via the SGX-SSH Service.

1.2 The Rights Entitlements are governed by the terms and conditions of this OfferInformation Statement, (if applicable) the Trust Deed and the instructions in the ARE.

The number of Rights Entitlements allotted to each Eligible Unitholder is indicated in theARE (fractional entitlements (if any) having been disregarded). The Securities Accountsof Eligible Unitholders have been credited by CDP with the Rights Entitlements asindicated in the ARE. Eligible Unitholders may accept their Rights Entitlements in wholeor in part and are eligible to apply for Excess Rights Units under the Rights Issue. Fullinstructions for the acceptance of and payment for the Rights Entitlements and paymentfor Excess Rights Units are set out in this Offer Information Statement as well as the ARE.

1.3 If an Eligible Unitholder wishes to accept his Rights Entitlements specified in the ARE, infull or in part, and (if applicable) apply for Excess Rights Units in addition to the RightsEntitlements allotted to him, he may do so by completing and signing the relevantsections of the ARE or by way of an Electronic Application. An Eligible Unitholder shouldensure that the ARE is accurately completed and signed, failing which the acceptance ofthe Rights Entitlements and (if applicable) application for Excess Rights Units may berejected.

For and on behalf of the Manager, CDP reserves the right to refuse to accept anyacceptance(s) and (if applicable) excess application(s) if the ARE is not accuratelycompleted and signed or if the “Free Balance” of the relevant Securities Account is notcredited with, or is credited with less than, the relevant number of Rights Units acceptedas at the last date and time for acceptance, application and payment or for any otherreason(s) whatsoever the acceptance and (if applicable) the excess application is inbreach of the terms of the ARE or this Offer Information Statement, at CDP’s absolutediscretion, and to return all monies received to the person(s) entitled thereto BYCREDITING HIS/THEIR BANK ACCOUNT(S) WITH THE RELEVANT PARTICIPATINGBANK (if he/they accept and (if applicable) apply through an ATM of a Participating Bank)or BY MEANS OF A CROSSED CHEQUE SENT BY ORDINARY POST, as the case maybe, (in each case) AT HIS/THEIR OWN RISK or in such other manner as he/they mayhave agreed with CDP for the payment of any cash distributions without interest or anyshare of revenue or other benefit arising therefrom (if he/they accept and (if applicable)apply through CDP).

AN ELIGIBLE UNITHOLDER MAY ACCEPT HIS RIGHTS ENTITLEMENTS SPECIFIEDIN HIS ARE AND (IF APPLICABLE) APPLY FOR EXCESS RIGHTS UNITS EITHERTHROUGH CDP AND / OR BY WAY OF AN ELECTRONIC APPLICATION THROUGH ANATM OF A PARTICIPATING BANK AS DESCRIBED BELOW. WHERE AN ELIGIBLEUNITHOLDER IS A DEPOSITORY AGENT, IT MAY MAKE ITS ACCEPTANCE ANDEXCESS APPLICATION (IF APPLICABLE) VIA THE SGX-SSH SERVICE.

B-1

Page 131: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Where an acceptance, application and/or payment does not conform strictly to the termsset out under this Offer Information Statement, the ARE, the ARS and/or any otherapplication form for the Rights Units and/or Excess Rights Units in relation to the RightsIssue, or is illegible, incomplete, incorrectly completed, unsigned, signed but not in itsoriginality or is accompanied by an improperly or insufficiently drawn remittance, or doesnot comply with the instructions for Electronic Application, or where the “Free Balance” ofthe Eligible Unitholder’s Securities Account is not credited with or is credited with lessthan the relevant number of Rights Units accepted as at the last date and time foracceptance of and excess application and payment for the Rights Units, the Managerand/or CDP may, at their/its absolute discretion, reject or treat as invalid any suchacceptance, application, payment and/or other process of remittances at any time afterreceipt in such manner as they/it may deem fit.

The Manager and CDP shall be entitled to process each application submitted for theacceptance of Rights Entitlements and, where applicable, application of Excess RightsUnits in relation to the Rights Issue and the payment received in relation thereto, pursuantto such application, by an Eligible Unitholder, on its own, without regard to any otherapplication and payment that may be submitted by the same Eligible Unitholder. For theavoidance of doubt, insufficient payment for an application may render the applicationinvalid; evidence of payment (or overpayment) in other applications shall not constitute,or be construed as, an affirmation of such invalid acceptance of Rights Units and (ifapplicable) application for Excess Rights Units.

1.4 Persons who have previously bought their Units under the CPF Investment Scheme— Ordinary Account (collectively, “CPFIS Members”) can only use, subject toapplicable CPF rules and regulations, their CPF account savings (“CPF Funds”) forthe payment of the Issue Price to accept their provisional allotments of Rights Unitsand (if applicable) apply for Excess Rights Units. CPFIS Members who wish toaccept their provisional allotments of Rights Units and (if applicable) apply forExcess Rights Units using CPF Funds will need to instruct their respectiveapproved banks, where such CPFIS Members hold their CPF Investment Accounts,to accept the Rights Entitlements and (if applicable) apply for the Excess RightsUnits on their behalf in accordance with this Offer Information Statement. In thecase of insufficient CPF Funds or stock limit, CPFIS Members could top-up cashinto their CPF Investment Accounts before instructing their respective approvedCPF agent banks to accept the Rights Entitlements and (if applicable) apply forexcess Rights Units. Any acceptance and (if applicable) application made directlyto CDP, Electronic Applications at ATMs of the Participating Banks, the UnitRegistrar and/or the Manager will be rejected. CPF Funds cannot, however, be usedfor the purchase of provisional allotments of Rights Units directly from the market.

SRS investors who had purchased Units using their SRS Accounts and who wish toaccept their Rights Entitlements and (if applicable) apply for Excess Rights Unitscan only do so, subject to applicable SRS rules and regulations, using moniesstanding to the credit of their respective SRS Accounts. Such Unitholders who wishto accept their Rights Entitlements and (if applicable) apply for Excess Rights Unitsusing SRS monies, must instruct the relevant approved banks in which they holdtheir SRS Accounts to accept their Rights Entitlements and (if applicable) apply forExcess Rights Units on their behalf. Such Unitholders who have insufficient fundsin their SRS Accounts may, subject to the SRS contribution cap, deposit cash intotheir SRS Accounts with their approved banks before instructing their respectiveapproved banks to accept their Rights Entitlements and/or apply for Excess Rights

B-2

Page 132: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Units. SRS investors are advised to provide their respective approved banks inwhich they hold their SRS Accounts with the appropriate instructions no later thanthe deadlines set by their respective approved banks in order for their respectiveapproved banks to make the relevant acceptance and (if applicable) application ontheir behalf by the Closing Date. Any acceptance and/or application made directlythrough CDP, Electronic Applications at ATMs of the Participating Banks, the UnitRegistrar and/or the Manager will be rejected. For the avoidance of doubt, moniesin SRS Accounts may not be used for the purchase of the Rights Entitlementsdirectly from the market.

1.5 Unless expressly provided to the contrary in this Offer Information Statement, the AREand/or the ARS with respect to enforcement against Eligible Unitholders or theirrenouncees, a person who is not a party to any contracts made pursuant to this OfferInformation Statement, the ARE or the ARS has no rights under the Contracts (Rights ofThird Parties) Act, Chapter 53B of Singapore, to enforce any term of such contracts.Notwithstanding any term contained herein, the consent of any third party is not requiredfor any subsequent agreement by the parties hereto to amend or vary (including anyrelease or compromise of any liability) or terminate such contracts. Where third partiesare conferred rights under such contracts, those rights are not assignable or transferable.

2. MODE OF ACCEPTANCE AND APPLICATION

2.1 Acceptance/Application by way of Electronic Application through an ATM of aParticipating Bank

Instructions for Electronic Applications through ATMs of the Participating Banks to acceptthe Rights Entitlements or (if applicable) to apply for Excess Rights Units will appear onthe ATM screens of the respective Participating Banks. Please refer to Appendix C of thisOffer Information Statement for the additional terms and conditions for ElectronicApplications through an ATM of a Participating Bank.

IF AN ELIGIBLE UNITHOLDER MAKES AN ELECTRONIC APPLICATION THROUGHAN ATM OF A PARTICIPATING BANK, HE WOULD HAVE IRREVOCABLYAUTHORISED THE PARTICIPATING BANK TO DEDUCT THE FULL AMOUNT PAYABLEFROM HIS BANK ACCOUNT WITH SUCH PARTICIPATING BANK IN RESPECT OFSUCH APPLICATION. IN THE CASE OF AN ELIGIBLE UNITHOLDER WHO HASACCEPTED THE RIGHTS ENTITLEMENTS BY WAY OF THE ARE AND/OR THE ARSAND/OR HAS APPLIED FOR EXCESS RIGHTS UNITS BY WAY OF THE ARE AND ALSOBY WAY OF AN ELECTRONIC APPLICATION THROUGH AN ATM OF APARTICIPATING BANK, THE MANAGER AND/OR CDP SHALL BE AUTHORISED ANDENTITLED TO ACCEPT HIS INSTRUCTIONS IN WHICHEVER MODE ORCOMBINATION AS THE MANAGER AND/OR CDP MAY, IN THEIR ABSOLUTEDISCRETION, DEEM FIT.

2.2 Acceptance/Application through CDP

If the Eligible Unitholder wishes to accept the Rights Entitlements and (if applicable)apply for Excess Rights Units through CDP, he must:

(a) complete and sign the ARE. In particular, he must state in Part (A) of Section II ofthe ARE the number of Rights Units accepted, in Part (B) of Section II of the ARE thenumber of Excess Rights Units applied for and in Section II of the ARE the respectiveand total amounts to be made payable to “CDP — SABANA REIT RIGHTS ISSUEACCOUNT”; and

B-3

Page 133: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(b) deliver the duly completed and original signed ARE accompanied by A SINGLEREMITTANCE for the full amount payable for the relevant number of Rights Unitsaccepted and (if applicable) Excess Rights Units applied for:

(i) by hand to SABANA REAL ESTATE INVESTMENT MANAGEMENT PTE. LTD.,AS MANAGER OF SABANA SHARI’AH COMPLIANT INDUSTRIAL REALESTATE INVESTMENT TRUST, C/O THE CENTRAL DEPOSITORY (PTE)LIMITED, at 9 NORTH BUONA VISTA DRIVE, #01-19/20, THE METROPOLIS,SINGAPORE 138588; or

(ii) by post, AT THE SENDER’S OWN RISK, in the self-addressed envelopeprovided, to SABANA REAL ESTATE INVESTMENT MANAGEMENT PTE.LTD., AS MANAGER OF SABANA SHARI’AH COMPLIANT INDUSTRIALREAL ESTATE INVESTMENT TRUST, C/O THE CENTRAL DEPOSITORY(PTE) LIMITED, ROBINSON ROAD POST OFFICE, P.O. BOX 1597,SINGAPORE 903147,

in each case so as to arrive not later than 5.00 P.M. ON 18 JANUARY 2017 (or suchother time(s) and/or date(s) as may be announced from time to time by or on behalfof the Manager).

The payment for the relevant number of Rights Units accepted and (if applicable) ExcessRights Units applied for at the Issue Price must be made in Singapore currency in the formof a Cashier’s Order or a Banker’s Draft drawn on a bank in Singapore and made payableto “CDP — SABANA REIT RIGHTS ISSUE ACCOUNT” and crossed “NOT NEGOTIABLE,A/C PAYEE ONLY” with the name and Securities Account number of the EligibleUnitholder clearly written in block letters on the reverse side of the Cashier’s Order orBanker’s Draft.

NO COMBINED CASHIER’S ORDER OR BANKER’S DRAFT FOR DIFFERENTSECURITIES ACCOUNTS OR OTHER FORM OF PAYMENT (INCLUDING THE USE OFA PERSONAL CHEQUE, POSTAL ORDER OR MONEY ORDER ISSUED BY A POSTOFFICE IN SINGAPORE) WILL BE ACCEPTED.

FOR SRS INVESTORS AND INVESTORS WHO HOLD UNITS THROUGH FINANCECOMPANIES OR DEPOSITORY AGENTS, ACCEPTANCES OF THE RIGHTS UNITSAND (IF APPLICABLE) APPLICATIONS FOR EXCESS RIGHTS UNITS MUST BE DONETHROUGH THE RELEVANT APPROVED BANKS IN WHICH THEY HOLD THEIR SRSACCOUNTS AND THE RESPECTIVE FINANCE COMPANIES OR DEPOSITORYAGENTS, RESPECTIVELY. SUCH INVESTORS ARE ADVISED TO PROVIDE THEIRRESPECTIVE BANKS IN WHICH THEY HOLD THEIR SRS ACCOUNTS, FINANCECOMPANIES OR DEPOSITORY AGENTS, AS THE CASE MAY BE, WITH THEAPPROPRIATE INSTRUCTIONS NO LATER THAN THE DEADLINES SET BY THEM INORDER FOR SUCH INTERMEDIARIES TO MAKE THE RELEVANT ACCEPTANCE AND(IF APPLICABLE) APPLICATION ON THEIR BEHALF BY THE CLOSING DATE. ANYACCEPTANCE AND/OR APPLICATION MADE DIRECTLY THROUGH CDP,ELECTRONIC APPLICATIONS AT ATMS OF PARTICIPATING BANKS, THE UNITREGISTRAR AND/OR THE MANAGER WILL BE REJECTED.

WHERE AN ELIGIBLE UNITHOLDER IS A DEPOSITORY AGENT, HE MAY MAKE HISACCEPTANCE VIA THE SGX-SSH SERVICE.

B-4

Page 134: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

2.3 Acceptance through the SGX-SSH Service (for Depository Agents only)

Depository Agents may accept Rights Entitlements and (if applicable) apply for ExcessRights Units through the SGX-SSH Service provided by CDP as listed in Schedule 3 of theTerms and Conditions for User Services for Depository Agents. CDP has been authorisedby the Manager to receive acceptances and (if applicable) applications on its behalf. Suchacceptances and (if applicable) applications will be deemed irrevocable and subject toeach of the terms and conditions contained in the ARE and this Offer InformationStatement as if the ARE had been completed and submitted to CDP.

2.4 Insufficient Payment

If no remittance is attached or the remittance attached is less than the full amountpayable for the Rights Entitlements accepted by the Eligible Unitholder and (if applicable)the Excess Rights Units applied for by the Eligible Unitholder, the attention of the EligibleUnitholder is drawn to paragraphs 1.3 and 5.2 of this Appendix B which set out thecircumstances and manner in which the Manager and CDP shall be authorised andentitled to determine and appropriate all amounts received by CDP on the Manager’sbehalf whether under the ARE, the ARS or any other application form for Rights Units inrelation to the Rights Issue.

2.5 Acceptance of Part of Rights Entitlements and Trading of Rights Entitlements

An Eligible Unitholder may choose to accept his Rights Entitlements specified in the AREin full or in part. If an Eligible Unitholder wishes to accept part of his Rights Entitlementsand trade the balance of his Rights Entitlements on the SGX-ST, he should:

(a) complete and sign the ARE for the number of Rights Entitlements which he wishesto accept and submit the signed ARE together with payment in the prescribedmanner as described in paragraph 2.2 above to CDP; or

(b) accept and subscribe for that part of his Rights Entitlements by way of ElectronicApplication(s) in the prescribed manner as described in paragraph 2.1 or 2.3 above.

The balance of his Rights Entitlements may be sold as soon as dealings thereincommence on the SGX-ST.

Eligible Unitholders who wish to trade all or part of their Rights Entitlements on theSGX-ST during the Rights Entitlements trading period should note that the RightsEntitlements will be tradable in board lots of 100 Rights Entitlements, or any other boardlot size which the SGX-ST may require. Such Eligible Unitholders may start trading intheir Rights Entitlements as soon as dealings therein commence on the SGX-ST. EligibleUnitholders who wish to trade in lot sizes other than mentioned above may do so in theUnit Share Market of the SGX-ST during the Rights Entitlements trading period.

2.6 Sale and Transfer of Rights Entitlements

The ARE need not be forwarded to the purchasers of the Rights Entitlements(“Purchasers”) as arrangements will be made by CDP for separate ARS to be issued tothe Purchasers. Purchasers should note that CDP will, on behalf of the Manager, send theARS, accompanied by this Offer Information Statement and other accompanyingdocuments, BY ORDINARY POST AND AT THE PURCHASERS’ OWN RISK, to theirrespective Singapore addresses as maintained in the records of CDP. Purchasers should

B-5

Page 135: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

ensure that their ARS are accurately completed and signed, failing which theiracceptances of the Rights Entitlements may be rejected. Purchasers who do not receivethe ARS, accompanied by this Offer Information Statement and other accompanyingdocuments, may obtain the same from CDP or the Unit Registrar, for the period up to 5.00P.M. ON 18 JANUARY 2017 (or such other time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of the Manager). Purchasers should also note that if theymake any purchase on or around the last trading day of the Rights Entitlements, this OfferInformation Statement and its accompanying documents might not be despatched in timefor the subscription of the Rights Units. You may obtain a copy from The CentralDepository (Pte) Limited. Alternatively, you may accept and subscribe by way ofElectronic Applications in the prescribed manner as described in paragraph 2.1 above.

This Offer Information Statement and its accompanying documents will not be despatchedto Purchasers whose registered addresses with CDP are not in Singapore (“ForeignPurchasers”). Subject to compliance with applicable laws, Foreign Purchasers who wishto accept the Rights Entitlements credited to their Securities Accounts should make thenecessary arrangements with their Depository Agents or stockbrokers in Singapore.

PURCHASERS SHOULD INFORM THEIR FINANCE COMPANIES OR DEPOSITORYAGENTS IF THEIR PURCHASES OF SUCH RIGHTS ENTITLEMENTS ARE SETTLEDTHROUGH THESE INTERMEDIARIES. IN SUCH INSTANCES, IF THE PURCHASERSWISH TO ACCEPT THE RIGHTS ENTITLEMENTS REPRESENTED BY THE RIGHTSENTITLEMENTS PURCHASED, THEY WILL NEED TO GO THROUGH THESEINTERMEDIARIES, WHO WILL THEN ACCEPT THE RIGHTS ENTITLEMENTS ONTHEIR BEHALF.

2.7 Renunciation of Rights Entitlements

Eligible Unitholders who wish to renounce in full or in part their Rights Entitlements infavour of a third party should complete the relevant transfer forms with CDP (includingany accompanying documents as may be required by CDP) for the number of RightsEntitlements which they wish to renounce. Such renunciation shall be made inaccordance with the “Terms and Conditions for Operations of Securities Accounts withCDP”, as the same may be amended from time to time, copies of which are available fromCDP. As CDP requires at least three (3) Market Days to effect such renunciation, EligibleUnitholders who wish to renounce are advised to do so early to allow sufficient time forCDP to send the ARS and other accompanying documents, for and on behalf of theManager, to the renouncee by ordinary post and AT HIS OWN RISK, to his Singaporeaddress as maintained in the records of CDP, and for the renouncee to accept his RightsEntitlements. The last date and time for acceptance of the Rights Entitlements andpayment for the Rights Units by the renouncee is 5.00 P.M. ON 18 JANUARY 2017 (orsuch other time(s) and/or date(s) as may be announced from time to time by or on behalfof the Manager).

2.8 Acceptance/Application using CPF Funds

Unitholders participating in the CPFIS — Ordinary Account must use, subject toapplicable CPF rules and regulations, monies standing to the credit of their respectiveCPF Investment Accounts to pay for the acceptance of their Rights Entitlements and (ifapplicable) application for Excess Rights Units, if they have previously bought their Unitsusing their CPF Funds.

B-6

Page 136: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Such Unitholders who wish to accept their Rights Entitlements and (if applicable) applyfor Excess Rights Units using CPF Funds must have sufficient funds in their CPFInvestment Accounts and must instruct their respective approved banks, where suchUnitholders hold their CPF Investment Accounts, to accept their Rights Entitlements and(if applicable) apply for Excess Rights Units on their behalf in accordance with this OfferInformation Statement.

Such Unitholders who have insufficient funds in their CPF Investment Accounts maydeposit cash into their CPF Investment Accounts with their approved banks to enablethem to accept their Rights Entitlements and (if applicable) apply for Excess Rights Units.CPF Funds may not, however, be used for the purchase of the Rights Entitlements directlyfrom the market.

2.9 Acceptance/Application using SRS Funds

Unitholders with SRS Accounts must use, subject to applicable SRS rules andregulations, monies standing to the credit of their respective SRS Accounts to payfor the acceptance of their Rights Entitlements and (if applicable) application forExcess Rights Units.

Such Unitholders who wish to accept their Rights Entitlements and (if applicable) applyfor Excess Rights Units using SRS monies will need to instruct the relevant SRS Bank toaccept their Rights Entitlements and (if applicable) apply for Excess Rights Units on theirbehalf and make sure that they have sufficient funds in their SRS Accounts to pay for thenumber of Rights Units (including, if applicable, the Excess Rights Units) for which theyintend to subscribe. They may also partially accept their Rights Entitlements and/orinstruct their respective brokers to sell their Rights Entitlements held under their SRSAccounts during the Rights Entitlements trading period on the SGX-ST.

Unitholders who have insufficient funds in their SRS Accounts to fully accept their RightsEntitlements and/or apply for Excess Rights Units and who have:

(a) not reached their SRS contribution cap may, subject to the SRS contribution cap,deposit cash into their SRS Accounts and (i) instruct their respective SRS Banks toaccept their Rights Entitlements and (if applicable) apply for Excess Rights Units ontheir behalf, to the extent of the funds available in their SRS Accounts, and/or (ii) tothe extent that there are insufficient funds in their SRS Accounts after the saiddeposit to fully accept their Rights Entitlements, instruct their respective brokers tosell their Rights Entitlements during the Rights Entitlements trading period on theSGX-ST.

(b) reached their SRS contribution cap may instruct their respective SRS Banks to (i)accept their Rights Entitlements and (if applicable) apply for Excess Rights Units tothe extent of the funds available in their SRS Accounts, and/or (ii) to the extent thatthere are insufficient funds in their SRS Accounts to fully accept their RightsEntitlements, instruct their respective brokers to sell their Rights Entitlements duringthe Rights Entitlements trading period on the SGX-ST.

If a Unitholder instructs the relevant SRS Bank to subscribe for Rights Units and (ifapplicable) apply for Excess Rights Units offered under the Rights Issue and he does nothave sufficient funds in his SRS Account to pay for the number of Rights Units which heintends to subscribe, his acceptance of Rights Entitlements under the Rights Issue and,if applicable, application for Excess Rights Units will be made in part to the extent of thefunds available in his SRS Account with the balance rejected.

B-7

Page 137: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

SRS monies may not be used for the purchase of Rights Entitlements directly fromthe market.

Any acceptance of Rights Entitlements and (if applicable) application for ExcessRights Units made by the above-mentioned Unitholders directly through CDP,Electronic Applications at ATMs of the Participating Banks, the Unit Registrarand/or the Manager will be rejected.

2.10 Acceptance/Application via Finance Company and/or Depository Agent

Unitholders who hold Units through a finance company and/or Depository Agent mustinstruct the relevant finance company and/or Depository Agent to accept their RightsEntitlements and (if applicable) apply for Excess Rights Units on their behalf inaccordance with this Offer Information Statement.

Any acceptance and (if applicable) application made by the above-mentionedUnitholders directly through CDP, Electronic Applications at ATMs of ParticipatingBanks, the Unit Registrar and/or the Manager will be rejected.

2.11 Return of Surplus Application Monies

In the case of applications for Excess Rights Units, if no Excess Rights Units are allottedto an Eligible Unitholder or if the number of Excess Rights Units allotted to an EligibleUnitholder is less than that applied for, the amount paid on application or the surplusapplication monies, as the case may be, will be refunded to the Eligible Unitholder withoutinterest or any share of revenue or other benefit arising therefrom within three (3)business days after the commencement of trading of the Rights Units, at the EligibleUnitholder’s own risk by any one or a combination of the following: (i) by crediting theEligible Unitholder’s bank account with the relevant Participating Bank if the EligibleUnitholder accepts and (if applicable) applies through an ATM of a Participating Bank, thereceipt by such bank being a good discharge to the Manager and CDP of their obligations,if any, thereunder; or (ii) by means of a crossed cheque drawn in Singapore currency ona bank in Singapore and sent BY ORDINARY POST AT THE ELIGIBLE UNITHOLDER’SOWN RISK to the Eligible Unitholder’s mailing address as recorded with CDP or in suchother manner as the Eligible Unitholder may have agreed with CDP for the payment of anycash distributions, if the Eligible Unitholder accepts and (if applicable) applies throughCDP.

3. COMBINATION APPLICATION

In the event that the Eligible Unitholder or the Purchaser accepts the Rights Entitlementsby way of the ARE and/or the ARS and/or has applied for Excess Rights Units by way ofthe ARE and also by way of Electronic Application(s), the Manager and/or CDP shall beauthorised and entitled to accept his instructions in whichever mode or combination asthe Manager and/or CDP may, in their/its absolute discretion, deem fit. Without prejudiceto the generality of the foregoing, in such a case, the Eligible Unitholder or the Purchasershall be regarded as having irrevocably authorised the Manager and/or CDP to apply allamounts received whether under the ARE, the ARS and/or (if applicable) any otheracceptance of Rights Entitlements and/or application for Excess Rights Units (includingan Electronic Application(s)) in whichever mode or combination as the Manager and/orCDP may, in their/its absolute discretion, deem fit.

B-8

Page 138: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

4. ILLUSTRATIVE EXAMPLES

As an illustration, if an Eligible Unitholder has 1,000 Units standing to the credit of hisSecurities Account as at the Rights Issue Books Closure Date, the Eligible Unitholder willbe provisionally allotted 420 Rights Units as set out in his ARE. The Eligible Unitholder’salternative courses of action, and the necessary procedures to be taken under eachcourse of action, are summarised below:

Alternatives Procedures to be taken

Alternatives Procedures to be taken

(a) Accept in full hisentire RightsEntitlements and (ifapplicable) apply forExcess Rights Units

By way of Electronic Application

(1) Accept his entire 420 Rights Entitlements and (if applicable)apply for Excess Rights Units by way of an ElectronicApplication through an ATM of a Participating Bank asdescribed herein not later than 9.30 p.m. on 18 January 2017(or such other time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of the Manager); or

Through CDP

(2) Complete and sign the ARE in accordance with the instructionscontained herein for the acceptance in full of his 420 RightsEntitlements and (if applicable) the number of Excess RightsUnits applied for and forward the original signed ARE togetherwith a single remittance for S$108.36 (or, if applicable, suchhigher amount in respect of the total number of Rights Unitsaccepted and Excess Rights Units applied for) by way of aCashier’s Order or Banker’s Draft drawn in Singapore currencyon a bank in Singapore, and made payable to “CDP —SABANA REIT RIGHTS ISSUE ACCOUNT” and crossed “NOTNEGOTIABLE, A/C PAYEE ONLY” for the full amount due onacceptance and (if applicable) application, by hand to SABANAREAL ESTATE INVESTMENT MANAGEMENT PTE. LTD., ASMANAGER OF SABANA SHARI’AH COMPLIANTINDUSTRIAL REAL ESTATE INVESTMENT TRUST, C/O THECENTRAL DEPOSITORY (PTE) LIMITED at 9 NORTH BUONAVISTA DRIVE, #01-19/20, THE METROPOLIS, SINGAPORE138588 or by post, AT HIS OWN RISK, in the self-addressedenvelope provided to SABANA REIT REAL ESTATEINVESTMENT MANAGEMENT PTE. LTD., AS MANAGER OFSABANA SHARI’AH COMPLIANT INDUSTRIAL REALESTATE INVESTMENT TRUST, C/O THE CENTRALDEPOSITORY (PTE) LIMITED, ROBINSON ROAD POSTOFFICE, P.O. BOX 1597, SINGAPORE 903147 so as to arrivenot later than 5.00 p.m. on 18 January 2017 (or such othertime(s) and/or date(s) as may be announced from time to timeby or on behalf of the Manager), and with the name andSecurities Account number of the Eligible Unitholder clearlywritten in block letters on the reverse side of the Cashier’sOrder or Banker’s Draft.

NO COMBINED CASHIER’S ORDER OR BANKER’S DRAFTFOR DIFFERENT SECURITIES ACCOUNTS OR OTHERFORMS OF PAYMENT (INCLUDING THE USE OF APERSONAL CHEQUE, POSTAL ORDER OR MONEY ORDERISSUED BY A POST OFFICE IN SINGAPORE) WILL BEACCEPTED.

B-9

Page 139: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Alternatives Procedures to be taken

(b) Accept a portion ofhis RightsEntitlements, forexample 100 of his420 RightsEntitlements, notapply for ExcessRights Units andtrade the balance onthe SGX-ST

By way of Electronic Application

(1) Accept 100 of his 420 Rights Entitlements by way of anElectronic Application through an ATM of a Participating Bankas described herein not later than 9.30 p.m. on 18 January2017 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of the Manager);or

Through CDP

(2) Complete and sign the ARE in accordance with the instructionscontained therein for the acceptance of his 100 of his 420Rights Entitlements, and forward the original signed ARE,together with a single remittance for S$25.80 in the prescribedmanner described in alternative (a)(2) above, to CDP, so as toarrive not later than 5.00 p.m. on 18 January 2017 (or suchother time(s) and/or date(s) as may be announced from time totime by or on behalf of the Manager).

The balance of the 320 Rights Entitlements which are notaccepted by the Eligible Unitholder may be traded on theSGX-ST during the Rights Entitlements trading period. EligibleUnitholders should note that the Rights Entitlements willbe tradable in the ready market, with each board lotcomprising 100 Rights Entitlements. Eligible Unitholderswho wish to trade in other lot sizes can do so on theSGX-ST’s Unit Share Market during the Rights Entitlementstrading period.

(c) Accept a portion ofhis RightsEntitlements, forexample 100 of his420 RightsEntitlements, andreject the balance.

By way of Electronic Application

(1) Accept 100 of his 420 Rights Entitlements by way of anElectronic Application through an ATM of a Participating Bankas described herein not later than 9.30 p.m. on 18 January2017 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of the Manager);or

Through CDP

(2) Complete and sign the ARE in accordance with the instructionscontained herein for the acceptance of 100 of his 420 RightsEntitlements, and forward the ARE, together with a singleremittance for S$25.80 in the prescribed manner described inalternative (a)(2) above, to CDP, so as to arrive not later than5.00 p.m. on 18 January 2017 (or such other time(s) and/ordate(s) as may be announced from time to time by or on behalfof the Manager).

The balance of his 320 Rights Entitlements which is notaccepted by the Eligible Unitholder will automatically lapse andcease to be available for acceptance by that Eligible Unitholderif an acceptance is not made through an ATM of a ParticipatingBank by 9.30 p.m. on 18 January 2017 (or such other time(s)and/or date(s) as may be announced from time to time by or onbehalf of the Manager), or if an acceptance is not made throughCDP by 5.00 p.m. on 18 January 2017 (or such other time(s)and/or date(s) as may be announced from time to time by or onbehalf of the Manager).

B-10

Page 140: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

5. TIMING AND OTHER IMPORTANT INFORMATION

5.1 Timing

THE LAST TIME AND DATE FOR ACCEPTANCE OF RIGHTS ENTITLEMENTS AND (IFAPPLICABLE) APPLICATION FOR EXCESS RIGHTS UNITS AND PAYMENT FOR THERIGHTS UNITS IN RELATION TO THE RIGHTS ISSUE IS:

(A) 9.30 P.M. ON 18 JANUARY 2017 (OR SUCH OTHER TIME(S) AND/OR DATE(S) ASMAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THEMANAGER) IF AN ACCEPTANCE OF THE RIGHTS ENTITLEMENTS AND (IFAPPLICABLE) AN APPLICATION FOR EXCESS RIGHTS UNITS AND PAYMENT ISMADE THROUGH AN ATM OF A PARTICIPATING BANK; OR

(B) 5.00 P.M. ON 18 JANUARY 2017 (OR SUCH OTHER TIME(S) AND/OR DATE(S) ASMAY BE ANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF THEMANAGER) IF AN ACCEPTANCE OF THE RIGHTS ENTITLEMENTS AND (IFAPPLICABLE) AN APPLICATION FOR EXCESS RIGHTS UNITS AND PAYMENT ISMADE THROUGH CDP OR SGX-SSH SERVICE.

If acceptance of Rights Entitlements and (if applicable) application for Excess RightsUnits and payment in the prescribed manner as set out in this Offer InformationStatement, the ARE and the ARS (as the case may be) is not received through an ATMof the Participating Banks by 9.30 p.m. on 18 January 2017 (or such other time(s) and/ordate(s) as may be announced from time to time by or on behalf of the Manager) or throughCDP by 5.00 p.m. on 18 January 2017 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of the Manager) from any Eligible Unitholderor Purchaser, the Rights Entitlements that have been offered shall be deemed to havebeen declined and shall forthwith lapse and become void, and such Rights Entitlementsnot so accepted will be used to satisfy applications for Excess Rights Units, if any, or beotherwise dealt with in such manner as the Manager may, in its absolute discretion, deemfit, in the interests of Sabana REIT. All monies received subsequent to the dates andtimes specified above will be returned by CDP for and on behalf of the Manager to theEligible Unitholders or the Purchasers, as the case may be, without interest or any shareof revenue or other benefit arising therefrom, by ordinary post AT THE ELIGIBLEUNITHOLDER’S OR PURCHASER’S OWN RISK (AS THE CASE MAY BE) to theirmailing address as maintained in the records of CDP.

IF ANY ELIGIBLE UNITHOLDER OR PURCHASER (AS THE CASE MAY BE) IS IN ANYDOUBT AS TO THE ACTION HE SHOULD TAKE, HE SHOULD CONSULT HISSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHERPROFESSIONAL ADVISERS IMMEDIATELY.

5.2 Appropriation

Without prejudice to paragraph 1.3 of this Appendix, an Eligible Unitholder should notethat:

(a) by accepting his Rights Entitlements and/or applying for Excess Rights Units, heacknowledges that, in the case where:

(i) the amount of remittance payable to the Manager in respect of his acceptanceof the Rights Entitlements and (if applicable) in respect of his application forExcess Rights Units as per the instructions received by CDP whether under theARE, the ARS and/or in any other application form for Rights Units in relationto the Rights Issue differs from the amount actually received by CDP; or

B-11

Page 141: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(ii) the amounts as stated in Parts (A) and (B) of Section II in the ARE, the ARSand/or in any other application form for Rights Units in relation to the RightsIssue differs from the amount received by CDP, or otherwise payable by him inrespect of his acceptance of the Rights Entitlements and (if applicable) inrespect of his application for the Excess Rights Units,

the Manager and CDP shall be authorised and entitled to determine and appropriateall amounts received by CDP on the Manager’s behalf for each application on its ownwhether under the ARE, the ARS and/or any other application form for Rights Unitsin relation to the Rights Issue as follows: firstly, towards payment of all amountspayable in respect of his acceptance of the Rights Units; and secondly, (ifapplicable) towards payment of all amounts payable in respect of his application forExcess Rights Units. The determination and appropriation by the Manager and CDPshall be conclusive and binding;

(b) if he has attached a remittance to the ARE, the ARS and/or any other applicationform for Rights Units made through CDP, he would have irrevocably authorised theManager and CDP, in applying the amounts payable for his acceptance of the RightsUnits and (if applicable) his application for Excess Rights Units, to apply the amountof the remittance which is attached to the ARE, the ARS and/or any other applicationform for Rights Units in relation to the Rights Issue made through CDP; and

(c) in the event that the Eligible Unitholder accepts the Rights Units by way of the AREand/or the ARS and/or has applied for Excess Rights Units by way of the ARE andalso by way of an Electronic Application, the Manager and/or CDP shall beauthorised and entitled to accept his instructions in whichever mode or combinationas the Manager and/or CDP may, in their/its absolute discretion, deem fit. Withoutprejudice to the generality of the foregoing, in such a case, the Eligible Unitholdershall be deemed as having irrevocably authorised the Manager and/or CDP to applyall amounts received whether under the ARE, the ARS and/or any other acceptanceand/or application for Rights Units (including Electronic Application(s)) in whichevermode or combination as the Manager and/or CDP may, in their/its absolutediscretion, deem fit.

5.3 Availability of Excess Rights Units

The Excess Rights Units available for application are subject to the terms and conditionscontained in the ARE, this Offer Information Statement and (if applicable) the Trust Deed.Applications for Excess Rights Units will, at the Directors’ absolute discretion, be satisfiedfrom such Rights Units as are not validly taken up by the Eligible Unitholders, the originalallottee(s) or their respective renouncee(s) or the Purchaser(s) of the Rights Entitlementstogether with the aggregated fractional entitlements to the Rights Units, any unsoldRights Entitlements (if any) of Foreign Unitholders and any Rights Units that areotherwise not allotted for whatever reason in accordance with the terms and conditionscontained in the ARE, this Offer Information Statement and (if applicable) the Trust Deed.In the event that applications are received by the Manager for more Excess Rights Unitsthan are available, the Excess Rights Units available will be allotted in such manner asthe Directors may, in their absolute discretion, deem fit in the interests of Sabana REIT.CDP TAKES NO RESPONSIBILITY FOR ANY DECISION THAT THE DIRECTORS MAYMAKE. In the allotment of Excess Rights Units, preference will be given to the roundingof odd lots, and Substantial Unitholders and Directors, who have control or influence overthe Sabana REIT in connection with the day-to-day affairs of the Sabana REIT or theterms of the Rights Issue, will rank last in priority for the rounding of odd lots andallotment of Excess Rights Units. The Manager reserves the right to refuse anyapplication for Excess Rights Units, in whole or in part, without assigning any reason

B-12

Page 142: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

whatsoever. In the event that the number of Excess Rights Units allotted to an EligibleUnitholder is less than the number of Excess Rights Units applied for, the EligibleUnitholder shall be deemed to have accepted the number of Excess Rights Units actuallyallotted to him.

If no Excess Rights Units are allotted or if the number of Excess Rights Units allotted isless than that applied for, the amount paid on application or the surplus applicationmonies, as the case may be, will be refunded to such Eligible Unitholders, without interestor any share of revenue or other benefit arising therefrom, within three (3) business daysafter the commencement of trading of the Rights Units, by crediting their bank accountswith the relevant Participating Bank AT THEIR OWN RISK (if they had applied for ExcessRights Units by way of an Electronic Application through an ATM of a Participating Bank),the receipt by such banks being a good discharge to the Manager and CDP of theirobligations, if any, thereunder, or by means of a crossed cheque in Singapore currencyon a bank in Singapore and sent BY ORDINARY POST AT THEIR OWN RISK to theirmailing address as maintained in the records of CDP or in such other manner as they mayhave agreed with CDP for the payment of any cash distributions (if they had applied forExcess Rights Units through CDP).

5.4 Deadlines

It should be particularly noted that unless:

(a) acceptance of Rights Entitlements is made by the Eligible Unitholders or thePurchasers (as the case may be) by way of an Electronic Application through an ATMof a Participating Bank and payment of the full amount payable for such Rights Unitsis effected by 9.30 P.M. ON 18 JANUARY 2017 (or such other time(s) and/or date(s)as may be announced from time to time by or on behalf of the Manager); or

(b) the duly completed and original signed ARE or ARS accompanied by a singleremittance for the full amount payable for the relevant number of Rights Unitsaccepted and (if applicable) Excess Rights Units applied for at the Issue Price, madein Singapore currency in the form of a Cashier’s Order or Banker’s Draft drawn ona bank in Singapore and made payable to “CDP — SABANA REIT RIGHTS ISSUEACCOUNT” and crossed “NOT NEGOTIABLE, A/C PAYEE ONLY” with the namesand Securities Account numbers of the Eligible Unitholders or the Purchasers (as thecase may be) clearly written in block letters on the reverse side of the Cashier’sorder or Banker’s Draft is submitted by hand to SABANA REAL ESTATEINVESTMENT MANAGEMENT PTE. LTD., AS MANAGER OF SABANA SHARI’AHCOMPLIANT INDUSTRIAL REAL ESTATE INVESTMENT TRUST, C/O THECENTRAL DEPOSITORY (PTE) LIMITED, at 9 NORTH BUONA VISTA DRIVE,#01-19/20, THE METROPOLIS, SINGAPORE 138588 or by post in theself-addressed envelope provided, at the sender’s own risk, to SABANA REALESTATE INVESTMENT MANAGEMENT PTE. LTD., AS MANAGER OF SABANASHARI’AH COMPLIANT INDUSTRIAL REAL ESTATE INVESTMENT TRUST, C/OTHE CENTRAL DEPOSITORY (PTE) LIMITED, ROBINSON ROAD POST OFFICE,P.O. BOX 1597, SINGAPORE 903147 by 5.00 P.M. ON 18 JANUARY 2017 (or suchother time(s) and/or date(s) as may be announced from time to time by or on behalfof the Manager); or

(c) acceptance is made by a Depository Agent via the SGX-SSH Service and paymentin Singapore currency by way of telegraphic transfer by the Depository Agent(s) forthe Rights Units is effected by 5.00 P.M. ON 18 JANUARY 2017 (or such othertime(s) and/or date(s) as may be announced from time to time by or on behalf of theManager),

B-13

Page 143: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

the Rights Entitlements will be deemed to have been declined and shall forthwith lapseand become void and cease to be capable of acceptance.

All monies received in connection therewith will be returned to the Eligible Unitholders orthe Purchasers (as the case may be) without interest or any share of revenue or otherbenefit arising therefrom BY ORDINARY POST and at the ENTITLED UNITHOLDER’SOR PURCHASER’S OWN RISK (AS THE CASE MAY BE) to their mailing addresses asmaintained in the records of CDP.

ACCEPTANCES AND/OR APPLICATIONS ACCOMPANIED BY ANY OTHER FORMS OFPAYMENT (INCLUDING THE USE OF A PERSONAL CHEQUE, POSTAL ORDER ORMONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL NOT BEACCEPTED.

5.5 Confirmation Note

A confirmation note confirming the date of issue and the number of Rights Units issuedwill be issued by the Manager or the agent appointed by the Manager to CDP. Uponcrediting of the Rights Units and Excess Rights Units, CDP will send to EligibleUnitholders and/or Purchasers, BY ORDINARY POST AND AT THEIR OWN RISK,notification letters showing the number of Rights Units and Excess Rights Units creditedto their Securities Accounts.

5.6 General

For reasons of confidentiality, CDP will not entertain telephone enquiries relating to thenumber of Rights Units provisionally allotted to an Eligible Unitholder’s SecuritiesAccount. An Eligible Unitholder can verify the number of Rights Units provisionallyallotted and credited to his Securities Account online if he has registered for CDP InternetAccess or through CDP Automated Phone Services Hotline number (65) 6535-7511 usinghis telephone pin (“T-Pin”). Alternatively, an Eligible Unitholder may proceed personallyto CDP with his identity card or passport to verify the number of Rights Units provisionallyallotted and credited to his Securities Account.

It is the responsibility of an Eligible Unitholder and/or Purchaser to ensure that the AREand/or ARS are accurately completed in all respects and signed. The Manager and/orCDP will be authorised and entitled to reject any acceptance and/or application whichdoes not comply with the terms and instructions contained herein and in the ARE and/orARS, or which is otherwise incomplete, incorrect, unsigned, signed but not in itsoriginality or invalid in any respect. Any decision to reject the ARE and/or ARS on thegrounds that it has been signed but not in its originality, incompletely, incorrectly orinvalidly signed, completed or submitted will be final and binding, and neither CDP nor theManager accepts any responsibility or liability for the consequences of such a decision.

EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS OFFER INFORMATIONSTATEMENT, ACCEPTANCE OF THE RIGHTS ENTITLEMENTS AND (IF APPLICABLE)APPLICATION FOR EXCESS RIGHTS UNITS IS IRREVOCABLE.

No acknowledgement will be given for any submissions sent by post or deposited intoboxes located at CDP’s premises or submitted by hand at CDP’s counters. An EligibleUnitholder can check the status of his acceptance of Rights Entitlements and (ifapplicable) application for Excess Rights Units through CDP Automated Phone ServicesHotline number (65) 6535-7511 using his T-Pin.

B-14

Page 144: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

CDP Phone User Guide

1. Dial (65) 6535-7511.

2. Press ‘1’ for English; Press ‘2’ Mandarin.

3. Press ‘3’ for Corporate Actions Announcement.

4. Press ‘2’ for your rights application status.

5. Enter your 12 digit CDP securities account number.

6. Enter your 6 digit telephone pin.

All communications, notices, documents and remittances to be delivered or sent to anEligible Unitholder and/or Purchaser will be sent by ORDINARY POST to his mailingaddress as maintained in the records of CDP, AT HIS OWN RISK.

5.7 Personal Data Privacy

By completing and delivering an ARE or an ARS and in the case of an ElectronicApplication, by pressing the “Enter” or “OK” or “Confirm” or “Yes” key, an EntitledUnitholder or a Purchaser (i) consents to the collection, use and disclosure of hispersonal data by the Participating Banks, the Unit Registrar, Securities Clearing andComputer Services (Pte) Ltd, CDP, CPF Board, the SGX-ST, the Manager and the JointLead Managers and Underwriters (the “Relevant Persons”) for the purpose of facilitatinghis application for the Rights Units, and in order for the Relevant Persons to comply withany applicable laws, listing rules, regulations and/or guidelines (collectively, the“Purposes”); (ii) warrants that where he discloses the personal data of another person,such disclosure is in compliance with applicable law; and (iii) agrees that he will indemnitythe Relevant Persons in respect of any penalties, liabilities, claims, demands, losses anddamages as a result of his breach of warranty.

B-15

Page 145: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

PROCEDURE TO COMPLETE THE ARE/ARS

1. Know your holdings and entitlement

Number of Units

currently held by you

This is your

Unitholdings as at

Record Date.

This is price that you

need to pay when you

subscribe for one

Rights Unit.

This is your number of

Rights Entitlement.

This is the date to

determine your Rights

Entitlements.

XX,XXX

XX,XXX

Units as at

29 December 2016

(Record Date)

S$0.0X per Rights UnitsIssue Price

Number of Rights

Units provisionally

allotted*

A. KNOW YOUR HOLDINGS & ENTITLEMENT

2. Select your application options

1.ATM

2.MAIL

This is the last date

and time to subscribe

for the Rights Units

through ATM and

CDP.

You can apply for

your Rights Units

through ATMs of

these participating

banks.

This is the payee

name to be issued on

your Cashier’s Order

where XXXXX is the

name of the issuer

Follow the procedures set out on the ATM screen

and submit your application through an ATM of a

Participating Bank by 18 January 2017 at 9.30 p.m.

Participating Banks are XXX, XXX and XXX.

Complete section below and submit this form to

CDP by 18 January 2017 at 5.00 p.m.

(i) Only BANKER’S DRAFT/CASHIER’S ORDER

payable to “CDP-XXXXX RIGHTS ISSUE ACCOUNT”

will be accepted

(ii) Applications using a PERSONAL CHEQUE,

POSTAL ORDER or MONEY ORDER will be rejected

(iii) Write your name and securities account number on

the back of the Banker’s Draft/Cashier’s Order

B. SELECT YOUR APPLICATION OPTION

Note: Please refer to the ARE/ARS for the actual holdings, entitlements, Record Date, Issue Price, Closing Date for

subscription, list of participating ATM banks and payee name on the Cashier’s Order.

B-16

Page 146: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Declaration

i. Total Number of Rights Units Applied:

(Provisionally Allotted+Excess Rights Units)

, , ,

ii. Cashier’s Order/Banker’s Draft Details:

(Input last 6 digits of CO/BD)

Please read the instructions overleaf and fill in the blanks below accordingly.

Signature of Shareholder(s) Date

Fill in the total

number of the

Rights Units and

Excess Rights

Units (for ARE)/

number of Rights

Units (for ARS) that

you wish to

subscribe within the

boxes.

Sign within the box.

Fill in the 6 digits of

the CO/BD number

(eg. 001764) within

the boxes.

C. DECLARATION

Notes:

(i) If the total number of Rights Units applied exceeds the provisional allotted holdings in your CDP Securities

Account as at Closing Date, the remaining application will be put under excess and subjected to the excess

allocation basis.

(ii) The total number of Rights Units applied will be based on the cash amount stated in your Cashier’s

Order/Banker’s Draft. The total number of Rights Units will be appropriated accordingly if the applied quantity

exceeds this amount.

(iii) Please note to submit one Cashier’s Order per application form.

3. Sample of a Cashier’s Order

B-17

Page 147: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

APPENDIX C

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS

The procedures for Electronic Applications are set out on the ATM screens of the relevantParticipating Banks (the “Electronic Application Steps”). Please read carefully the terms andconditions set out in this Offer Information Statement, the Electronic Application Steps and theterms and conditions for Electronic Applications set out below before making an ElectronicApplication. An ATM card issued by one Participating Bank cannot be used to accept RightsUnits and (if applicable) apply for Excess Rights Units at an ATM belonging to otherParticipating Banks. Any Electronic Application which does not strictly conform to theinstructions set out on the screens of the ATM through which the Electronic Application is madewill be rejected.

Eligible Unitholders who have subscribed for or purchased Units under the CPFIS and/orthe SRS or through a finance company and/or Depository Agent can only accept theirRights Entitlements and (if applicable) apply for Excess Rights Units by instructing therespective approved banks in which they hold their CPFIS accounts and/or SRSAccounts, finance company and/or Depository Agent to do so on their behalf. ANYAPPLICATION MADE BY THE ABOVEMENTIONED ELIGIBLE UNITHOLDERS DIRECTLYTHROUGH CDP OR THROUGH ATMS WILL BE REJECTED. Such Eligible Unitholders whohave insufficient funds in their CPF Investment Accounts or SRS Accounts may depositcash into their CPF Investment Accounts or SRS Accounts with their approved banksbefore instructing their respective approved banks to accept their Rights Entitlementsand (if applicable) apply for Excess Rights Units. CPF Funds may not, however, be usedfor the purchase of the Rights Entitlements directly from the market.

Such Eligible Unitholders, where applicable, will receive notification letter(s) from theirrespective approved bank, finance company and/or Depository Agent and should referto such notification letter(s) for details of the last date and time to submit applicationsto their respective approved bank, finance company and/or Depository Agent.

All references to “Rights Issue” and “Rights Application” on the ATM screens of theParticipating Banks shall mean the offer of Rights Units under the Rights Issue and theacceptance of Rights Entitlements and (if applicable) the application for Excess RightsUnits, respectively. All references to “Document” on the ATM screens of theParticipating Banks shall mean this Offer Information Statement.

Any reference to the “Applicant” in the terms and conditions for Electronic Applications and theElectronic Application Steps shall mean the Eligible Unitholder or the Purchaser who acceptshis Rights Entitlements and (if applicable) applies for Excess Rights Units through an ATM ofa Participating Bank.

An Applicant must have an existing bank account with and be an ATM cardholder of one of theParticipating Banks before he can make an Electronic Application at the ATM of thatParticipating Bank. The actions that the Applicant must take at ATMs of the Participating Banksare set out on the ATM screens of the relevant Participating Banks.

Upon the completion of his Electronic Application transaction, the Applicant will receive anATM transaction slip (the “Transaction Slip”), confirming the details of his ElectronicApplication. The Transaction Slip is for retention by the Applicant and should not be submittedwith any ARE and/or ARS.

C-1

Page 148: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

An Applicant, including one who has a joint bank account with a Participating Bank,must ensure that he enters his own Securities Account number when using the ATM cardissued to him in his own name. Using his own Securities Account number with an ATMcard which is not issued to him in his own name will render his acceptance of his RightsEntitlements and (if applicable) application for Excess Rights Units liable to be rejected.

The Electronic Applications shall be made on, and subject to, the terms and conditions of thisOffer Information Statement including, but not limited to, the terms and conditions appearingbelow:

(1) In connection with his Electronic Application, the Applicant is required to confirmstatements to the following effect in the course of activating the ATM for his ElectronicApplication:

(a) that he has received a copy of this Offer Information Statement and has read,understood and agreed to all the terms and conditions of acceptance of his RightsUnits and (if applicable) application for Excess Rights Units under the Rights Issueprior to effecting the Electronic Application and agrees to be bound by the same; and

(b) that he authorises CDP to give, provide, divulge, disclose or reveal informationpertaining to his Securities Account maintained in CDP’s record, including, withoutlimitation, his name(s), his NRIC number(s) or passport number(s), SecuritiesAccount number(s), address(es), the number of Units standing to the credit of hisSecurities Account, the number of Rights Entitlements allotted to him, hisacceptance and (if applicable) application for Excess Rights Units and any otherinformation (the “Relevant Particulars”) to the Manager and any other relevantparties (the “Relevant Parties”) as CDP may deem fit for the purpose of the RightsIssue and his acceptance and (if applicable) application.

His acceptance of his Rights Entitlements and (if applicable) application for ExcessRights Units will not be successfully completed and cannot be recorded as a completetransaction in the ATM unless he presses the “Enter” or “OK” or “Confirm” or “Yes” key.By doing so, the Applicant shall be treated as signifying his confirmation of each of thetwo statements above. In respect of statement 1(b) above, his confirmation, by pressingthe “Enter” or “OK” or “Confirm” or “Yes” key, shall signify and shall be treated as hiswritten permission, given in accordance with the relevant laws of Singapore includingSection 47(2) and the Third Schedule of the Banking Act, Chapter 19 of Singapore, to thedisclosure by that Participating Bank of the Relevant Particulars to the Relevant Parties.

(2) An Applicant may make an Electronic Application using cash only by authorising suchParticipating Bank to deduct the full amount payable from his account with suchParticipating Bank.

(3) The Applicant irrevocably agrees and undertakes to subscribe for and accept up to theaggregate of the number of Rights Entitlements allotted and Excess Rights Units appliedfor as stated on the Transaction Slip or the number of Rights Units standing to the creditof the “Free Balance” of his Securities Account as at the Closing Date. In the event thatthe Manager decides to allot any lesser number of Excess Rights Units or not to allot anynumber of Excess Rights Units to the Applicant, the Applicant agrees to accept thedecision as conclusive and binding.

(4) If the Applicant’s Electronic Application is successful, his confirmation (by his action ofpressing the “Enter” or “OK” or “Confirm” or “Yes” key on the ATM) of the number of RightsEntitlements accepted and (if applicable) Excess Rights Units applied for shall signify andshall be treated as his acceptance of the number of Rights Units that may be allotted tohim and (if applicable) his application for Excess Rights Units.

C-2

Page 149: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(5) In the event that the Applicant accepts the Rights Entitlements both by way of the AREand/or the ARS (as the case may be) through CDP and/or by way of Electronic Applicationthrough the ATM, CDP shall be authorised and entitled to accept the Applicant’sinstructions in whichever mode or a combination thereof as it may, in its absolutediscretion, deem fit. In determining the number of Rights Units which the Applicant hasvalidly given instructions to accept, the Applicant shall be deemed to have irrevocablygiven instructions to accept the lesser of the number of provisionally allotted Rights Unitswhich are standing to the credit of the “Free Balance” of his Securities Account as at theClosing Date, and the aggregate number of Rights Units which have been accepted by theApplicant by way of the ARE and/or the ARS (as the case may be) and by ElectronicApplication through an ATM, and the Manager and/or CDP, in determining the number ofRights Units which the Applicant has validly given instructions to accept, shall beauthorised and entitled to have regard to the aggregate amount of payment received forthe acceptance of Rights Units, whether by way of Cashier’s Order or Banker’s Draft inSingapore currency drawn on a bank in Singapore accompanying the ARE and/or the ARSor by way of the acceptance through the Electronic Application through the ATM of aParticipating Bank, which the Applicant has authorised or deemed to have authorised tobe applied towards the payment in respect of the Applicant’s acceptance.

(6) If applicable, in the event that the Applicant applies for Excess Rights Units both by wayof ARE through CDP and by Electronic Application through the ATM, the Manager and/orCDP shall be authorised and entitled to accept the Applicant’s instructions in whichevermode or a combination thereof as it may, in its absolute discretion, deem fit. Indetermining the number of Excess Rights Units which the Applicant has validly giveninstructions for the application of, the Applicant shall be deemed to have irrevocably giveninstructions to apply for and agreed to accept such number of Excess Rights Units notexceeding the aggregate number of Excess Rights Units for which he has applied by wayof Electronic Application through the ATM and by way of ARE through CDP. The Managerand/or CDP, in determining the number of Excess Rights Units which the Applicant hasgiven valid instructions for the application, shall be authorised and entitled to have regardto the aggregate amount of payment received for the application of Excess Rights Units,whether by way of Cashier’s Order or Banker’s Draft drawn on a bank in Singaporeaccompanying the ARE or by way of Electronic Application through an ATM of aParticipating Bank, which the Applicant has authorised or deemed to have authorised tobe applied towards the payment in respect of the Applicant’s application.

(7) The Applicant irrevocably requests and authorises the Manager to:

(a) register, or procure the registration of the Rights Units allotted to the Applicant in thename of CDP for deposit into his Securities Account; and

(b) return or refund (without interest or any share of revenue or other benefit arisingtherefrom) the full amount or, as the case may be, the balance of the acceptanceand/or application monies, should his Electronic Application in respect of the RightsUnits accepted and (if applicable) Excess Rights Units applied for, as the case maybe, not be accepted or, as the case may be, be accepted in part only by or on behalfof the Manager for any reason, by automatically crediting the Applicant’s bankaccount with the relevant Participating Bank with the relevant amount within three (3)business days after the commencement of trading of the Right Units.

(8) BY MAKING AN ELECTRONIC APPLICATION, THE APPLICANT CONFIRMS THAT HEIS NOT ACCEPTING THE RIGHTS ENTITLEMENTS OR APPLYING FOR EXCESSRIGHTS UNITS AS A NOMINEE OF ANY OTHER PERSON.

C-3

Page 150: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(9) The Applicant irrevocably agrees and acknowledges that his Electronic Application issubject to risks of electrical, electronic, technical and computer-related faults andbreakdowns, fires, acts of God, mistakes, losses and theft (in each case whether or notwithin the control of CDP, the Participating Banks, the Joint Lead Managers andUnderwriters and/or the Manager) and any events whatsoever beyond the control of CDP,the Participating Banks, the Joint Lead Managers and Underwriters and/or the Managerand if, in any such event, CDP, the Participating Banks, the Joint Lead Managers andUnderwriters and/or the Manager do not record or receive the Applicant’s ElectronicApplication by 9.30 p.m. on 18 January 2017, or such data or the tape containing suchdata is lost, corrupted, destroyed or not otherwise accessible, whether wholly or partiallyfor whatever reason, the Applicant shall be deemed not to have made an ElectronicApplication and the Applicant shall have no claim whatsoever against CDP, theParticipating Banks, the Joint Lead Managers and Underwriters and/or the Manager forany purported acceptance of the Rights Entitlements and (if applicable) application forExcess Rights Units, or for any compensation, loss or damage in connection therewith orin relation thereto.

(10) Electronic Applications may only be made at the ATMs of the Participating Banks fromMondays to Saturdays (excluding public holidays) between 7.00 a.m. and 9.30 p.m.

(11) Electronic Applications shall close at 9.30 p.m. on 18 January 2017 or such other timeas the Manager (in consultation with the Joint Lead Managers and Underwriters) may, inits absolute discretion, deem fit in the interests of Sabana REIT.

(12) All particulars of the Applicant in the records of the relevant Participating Bank at the timehe makes his Electronic Application shall be deemed to be true and correct and therelevant Participating Bank and the Relevant Parties shall be entitled to rely on theaccuracy thereof. If there has been any change in the particulars of the Applicant after thetime of the making of his Electronic Application, the Applicant shall promptly notify therelevant Participating Bank.

(13) The Applicant must have sufficient funds in his bank account(s) with the relevantParticipating Bank at the time he makes his Electronic Application, failing which hisElectronic Application will not be completed. Any Electronic Application made at the ATMsof Participating Banks which does not strictly conform to the instructions set out on theATM screens of such Participating Banks will be rejected.

(14) Where an Electronic Application is not accepted, it is expected that the full amount of theacceptance and/or application monies will be refunded in Singapore dollars (withoutinterest or any share of revenue or other benefit arising therefrom) to the Applicant bybeing automatically credited to the Applicant’s account with the relevant ParticipatingBank within 14 days after the Closing Date. An Electronic Application may also beaccepted in part, in which case the balance amount of acceptance and/or applicationmonies will be refunded on the same terms.

(15) In consideration of the Manager arranging for the Electronic Application facility throughthe ATMs of the Participating Banks and agreeing to close the Rights Issue at 9.30 p.m.on 18 January 2017 or such other time or date as the Manager may (in consultation withthe Joint Lead Managers and Underwriters), in its absolute discretion, decide, and bymaking and completing an Electronic Application, the Applicant agrees that:

(a) his Electronic Application is irrevocable (whether or not, to the extent permitted bylaw, any supplementary document or replacement document is lodged with theAuthority);

C-4

Page 151: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(b) his Electronic Application, the acceptance thereof by the Manager and the contractresulting therefrom shall be governed by and construed in accordance with the lawsof Singapore and he irrevocably submits to the non-exclusive jurisdiction of theSingapore courts;

(c) none of the Manager, the Joint Lead Managers and Underwriters nor theParticipating Banks shall be liable for any delays, failures or inaccuracies in therecording, storage or in the transmission or delivery of data relating to his ElectronicApplication to the Manager or CDP due to a breakdown or failure of transmission,delivery or communication facilities or any risks referred to in paragraph 9 above orto any cause beyond their respective control;

(d) he will not be entitled to exercise any remedy of rescission or misrepresentation atany time after acceptance of his Rights Entitlements and (if applicable) applicationfor Excess Rights Units;

(e) in respect of the Rights Entitlements and (if applicable) the Excess Rights Units forwhich his Electronic Application has been successfully completed and not rejected,acceptance of the Applicant’s Electronic Application shall be constituted by writtennotification by or on behalf of the Manager and not otherwise, notwithstanding anypayment received by or on behalf of the Manager; and

(f) unless expressly provided to the contrary in this Offer Information Statement or theElectronic Application, a person who is not party to any contracts made pursuant tothis Offer Information Statement or the Electronic Application has no rights under theContracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce anyterm of such contracts. Notwithstanding any term contained in this Offer InformationStatement or the Electronic Application, the consent of any third party is not requiredfor any subsequent agreement by the parties thereto to amend or vary (including anyrelease or compromise of any liability) or terminate such contracts. Where thirdparties are conferred rights under such contracts, those rights are not assignable ortransferable.

(16) The Applicant should ensure that his personal particulars as recorded by both CDP andthe relevant Participating Bank are correct and identical, otherwise, his ElectronicApplication may be liable to be rejected. The Applicant should promptly inform CDP of anychange in his address, failing which the notification letter on successful allotment andother correspondences will be sent to his address last registered with CDP.

(17) The existence of a trust will not be recognised. Any Electronic Application by an Applicantmust be made in his own name and without qualification. The Manager will reject anyapplication by any person acting as nominee.

(18) In the event that the Applicant accepts the Rights Entitlements, by way of the ARE, theARS, and/or by way of Electronic Application through ATMs of Participating Banks, theRights Units and/or Excess Rights Units will be allotted in such manner as the Managerand/or CDP may, in their/its absolute discretion, deem fit and the surplus acceptance and(if applicable) application monies, as the case may be, will be refunded, without interestor any share of revenue or other benefit arising therefrom, within three (3) business daysafter the commencement of trading of the Right Units by any one or a combination of thefollowing:

(a) by means of a crossed cheque in Singapore currency sent by ORDINARY POST athis own risk to his mailing address as maintained with CDP or in such other manneras he may have agreed with CDP for the payment of any cash distributions if heaccepts and (if applicable) applies through CDP; and

C-5

Page 152: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

(b) by crediting the Applicant’s bank account with the Participating Bank at his own riskif he accepts and (if applicable) applies through an ATM of that Participating Bank,the receipt by such bank a good discharge to the Manager and CDP of theirobligations, if any, thereunder.

(19) The Applicant hereby acknowledges that, in determining the total number of RightsEntitlements which the Applicant can validly accept, the Manager and CDP are entitledand the Applicant hereby authorises the Manager and CDP to take into consideration:

(a) the total number of Rights Entitlements which the Applicant has validly accepted,whether by way of an ARE or any other form of application (including an ElectronicApplication) for the Rights Units; and

(b) the total number of Rights Entitlements allotted to the Applicant and standing to thecredit of the “Free Balance” of his Securities Account which is available foracceptance.

The Applicant hereby acknowledges that CDP’s and the Manager’s determination shall beconclusive and binding on him.

(20) The Applicant irrevocably requests and authorises CDP to accept instructions from therelevant Participating Bank through whom the Electronic Application is made in respect ofthe Rights Entitlements accepted by the Applicant and (if applicable) the Excess RightsUnits which the Applicant has applied for, and such instructions shall be binding andconclusive on the Applicant.

(21) With regard to any acceptance of Rights Entitlements and (if applicable) application forExcess Rights Units which does not conform strictly to the instructions set out under thisOffer Information Statement, the ARE, the ARS and/or any other application form for theRights Units in relation to the Rights Issue, or which does not comply with the instructionsfor Electronic Application, or where the “Free Balance” of the Applicant’s SecuritiesAccount is credited with less than the relevant number of Rights Units subscribed for asat the Closing Date, or in the case of an application by the ARE, the ARS and/or any otherapplication form for the Rights Units in relation to the Rights Issue which is illegible,incomplete, incorrectly completed or which is accompanied by an improperly orinsufficiently drawn remittance, the Manager and/or CDP may, at their/its absolutediscretion, reject or treat as invalid any such application and payment or otherwiseprocess all remittances at any time after receipt in such manner as it deems fit.

(22) The Manager and CDP shall be entitled to process each application submitted for theacceptance of Rights Entitlements and (if applicable) application of Excess Rights Unitsin relation to the Rights Issue and the payment received in relation thereto, pursuant tosuch application on its own, without regard to any other application and payment that maybe submitted by the Applicant. For the avoidance of doubt, insufficient payment for anapplication submitted for the acceptance of the Rights Entitlements and (if applicable)application for Excess Rights Units may render the application invalid; evidence ofpayment (or overpayment) in other applications shall not constitute, or be construed as,an affirmation of such invalid application.

C-6

Page 153: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

APPENDIX D

LIST OF PARTICIPATING BANKS

• DBS Bank Ltd. (including POSB)

• Oversea-Chinese Banking Corporation Limited

• United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited

D-1

Page 154: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Valuation report │72 Eunos Avenue 7 Singapore 409570 │ KF Ref: 2848/SAB/15/16/PK/say Page 1 Prepared on behalf of HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari'ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari'ah Compliant Industrial REIT) Date of issue: 8 November 2016

Valuation certificate Property : 72 Eunos Avenue 7 Singapore 409570

Client : HSBC Institutional Trust Services (Singapore) Limited (As Trustee of Sabana Shari’ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (As Manager of Sabana Shari’ah Compliant Industrial REIT)

Purpose : Acquisition

Legal description : Lot No. 2517P Mukim 23

Tenure : Leasehold 30 years commencing 1 January 2011 (Balance lease term of about 24.1 years as at 8 November 2016)

Basis of valuation : Market Value on existing use basis and subject to the proposed leaseback terms and conditions as described below

Registered lessor/lessee

: Housing and Development Board/Singapore Handicrafts Pte Ltd

Master plan 2014 : Reserve site

Brief description : The Property is located on the north-western side of Eunos Avenue 7, off Sims Avenue and Paya Lebar Road, and approximately 7.0 km from the City Centre. It is a 6-storey single-user light industrial building. It is served by 1 cargo lift, 1 passenger lift and supplemented by reinforced concrete staircases. Open car parking/lorry lots are provided within the compound. The Certificate of Fitness was issued on 21 October 1985. The Certificates of Statutory Completion were issued on 25 September 1991 and 27 April 2015.

Land area : 2,526.1 sm

Gross floor area : 6,315.25 sm approximately

Leaseback terms and conditions

: The Property will be leased back to Singapore Handicrafts Pte Ltd as the Master Lessee for 71% of the total gross floor area. The lease term is 10 years from the date of legal completion of the Sale and Purchase. The balance 29% of the gross floor area will be occupied by other direct sub-tenants with leases to be signed directly with the Purchaser (Sabana Shari’ah Compliant Industrial REIT). The Master Lessee is responsible for all day to day maintenance, insurance, cleaning, security, utilities, servicing of lifts and other M&E items, property tax and capital expenditure for the first 5 years. The Purchaser is responsible for capital expenditure from Year 6 onwards, including replacement of M&E equipment, all repairs of a structural nature and the Purchaser’s own property and lease management fees. The total collections (from Master Lessee and all direct sub-tenants) will be as follows:

Year Annual rent 1 $1,713,020 2 $1,713,020 3 $1,713,020 4 $1,747,281 5 $1,782,226 6 $1,817,871 7 $1,854,228 8 $1,891,313 9 $1,929,139 10 $1,967,722

The Master Lessee shall ensure the total collections remain unchanged at all times, and will make up for the difference should there be any shortfall in payments from the direct sub-tenants or due to lease expiries. We are of the opinion that the rental collection arrangement is not unreasonable and is in line with general market practice for similar kind of arrangement where rental collection arrangement is given to compensate for any potential lower passing rents as compared to current market rents or when vacant units and/or expiring leases are expected to be renewed or re-let at the prevailing market rents. We are also of the opinion that the property rental income (taking into account the rental collection arrangement) falls within the acceptable range of market parameters for the Property. The marketing costs to be incurred from the direct sub-tenants’ vacant units (if any) shall be borne by the Master Lessee. The Purchaser shall pay a service fee of $1,000 per month to the Master Lessee for managing the direct sub-tenants and the payment shall cease in the event that there are no more direct sub-tenants.

Valuation approaches : Capitalisation Approach and Discounted Cash Flow Analysis

Valuation date : 8 November 2016

Market Value : S$20,000,000/- (Singapore Dollars Twenty Million Only)

Assumptions, disclaimers, limitations & qualifications

: This valuation certificate is provided subject to the assumptions, disclaimers, limitations and qualifications detailed throughout this certificate which are made in conjunction with those included within the General Terms of Business for Valuations located at the end of this certificate. Reliance on this certificate and extension of our liability is conditional upon the reader’s acknowledgement and understanding of these statements. Use by, or reliance upon this document for any other purpose if not authorized, Knight Frank Pte Ltd is not liable for any loss arising from such unauthorised use or reliance. The document should not be reproduced without our written authority. The valuers have no pecuniary interest that would conflict with the proper valuation of the Property.

Prepared by : Knight Frank Pte Ltd

Low Kin Hon B.Sc.(Estate Management) Hons.,FSISV Deputy Group Managing Director Managing Director, Valuation Appraiser’s Licence No. AD 041-2003752I For and on behalf of Knight Frank Pte Ltd

Perry Khoo B.Sc.(Real Estate) Hons.,MSISV Deputy Director Valuation Appraiser’s Licence No. AD 041-2009340A For and on behalf of Knight Frank Pte Ltd

APPENDIX E

E-1

VALUATION CERTIFICATES

Page 155: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Valuation report │72 Eunos Avenue 7 Singapore 409570 │ KF Ref: 2848/SAB/15/16/PK/say Page 2 Prepared on behalf of HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari'ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari'ah Compliant Industrial REIT) Date of issue: 8 November 2016

General Terms of Business for Valuations

These General Terms of Business and our Terms of Engagement letter together form the agreement between us (“Agreement”). The following General Terms of Business apply to all valuations and appraisals undertaken by Knight Frank Pte Ltd unless specifically agreed otherwise in the Terms of Engagement letter and so stated within the main body of the valuation report.

1. Knight Frank Pte Ltd (“the company”)

Knight Frank Pte Ltd is a privately owned company with registration number 198205243Z. Any work done by an individual is inthe capacity as an employee of the Company.

2. Limitations on Liability

The Valuer’s responsibility in connection with this valuation report and/or certificate is limited to the party to whom the valuation report and/or certificate is addressed for the stated purpose. The Valuer disclaims all responsibility and will accept no liability toany third party for the whole or any part of its contents saved on the basis of written and agreed instructions; this will incur anadditional fee.

Our maximum total liability for any direct loss or damage whether caused by our negligence or breach of contract or otherwise is limited to the lower of S$1 million or 3 times Knight Frank Pte Ltd’s fee under the instruction.

Notwithstanding the foregoing, the Valuer’s liability and its responsibility to third parties in relation to the valuation report and/or the valuation certificate as well as the extent and/or amount of liability is subject always to and to the extent permitted by applicable laws.

We do not accept liability for any indirect or consequential loss (such as loss of profits).

3. Disclosure and Publication

If our opinion of value is disclosed to persons other than the addressees of our valuation report and/or certificate, the basis ofvaluation should be stated. Reproduction of this valuation report and/or certificate in any manner whatsoever in whole or in partor any reference to it in any published document, circular or statement nor published in any way whatsoever whether in hardcopy or electronically (including on any websites) without the Valuer’s prior written approval of the form and context in which may appear is prohibited.

4. Valuation Standards

All valuations and appraisals works are carried out in accordance with the Singapore Institute of Surveyors and Valuers (SISV) Valuation Standards and Guidelines and International Valuation Standards (IVS), and all codes, standards and requirements ofprofessionalism have been met.

5. Valuation Basis

Valuations and appraisals are carried out on a basis appropriate to the purpose for which they are intended and in accordancewith the relevant definitions, commentary and assumptions outlined in the valuation report and/or certificate. The basis ofvaluation will be agreed with you for the instruction.

The opinion expressed in this valuation report and/or certificate is made strictly in accordance with the terms and for the purpose expressed therein and the values assessed and any allocation of values between portions of the property need not be applicable in relation to some other assessment.

6. Titles and Burdens

We do not read documents of title although, where provided, we consider and take account of matters referred to in solicitor’s reports or certificates of title. We would normally assume, unless specifically informed and stated otherwise, that each propertyhas good and marketable title and that all documentation is satisfactorily drawn and that there are no unusual outgoings,planning proposals, onerous restrictions or regulatory intentions which affect the property, nor any material litigation pending.

All liens and encumbrances, if any, affecting the property have been disregarded unless otherwise stated and it is assumed that the current use of the property is not in contravention of any planning or other governmental regulation or law.

The Valuer does not warrant to the party to whom the valuation report and/or certificate is addressed and any other person the title or the rights of any person with regard to the property

E-2

Page 156: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Valuation report │72 Eunos Avenue 7 Singapore 409570 │ KF Ref: 2848/SAB/15/16/PK/say Page 3 Prepared on behalf of HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari'ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari'ah Compliant Industrial REIT) Date of issue: 8 November 2016

7. Sources of Information

We rely upon the information provided to us, by the sources listed, as to details of tenure and tenancies (subject to “leases”below), planning consents and other relevant matters, as summarised in our valuation report and/or certificate. We do not checkwith the relevant government departments or other appropriate authorities on the legality of the structures, approved gross floor area or other information provided to us. We assume that this information is complete and correct and the Valuer shall not beheld responsible or liable if this should prove not to be so.

Unless otherwise stated, all information has been obtained by our search of records and examination of documents or byenquiry from Government departments or other appropriate authorities. When it is stated in this valuation report and/or certificate that information has been supplied to the Valuer by another party, this information is believed to be reliable and the Valuer shall not be held responsible or liable if this should prove not to be so.

8. Boundaries

Plans accompanying valuation report are for identification purposes and should not be relied upon to define boundaries, title or easements. The extent of the site is outlined in accordance with information given to us and/or our understanding of theboundaries.

9. Planning and Other Statutory Regulations

Enquiries of the relevant planning authorities in respect of matters affecting the property, where considered appropriate, arenormally only obtained verbally and this information is given to us, and accepted by us, on the basis that it should not be relied upon. Where reassurance is required on planning matters, we recommend that formal written enquiries should be undertaken bythe client’s solicitors who should also confirm the position with regard to any legal matters referred to in our report. We assumethat properties have been constructed, or are being constructed, and are occupied or used in accordance with the appropriateconsents and that there are no outstanding statutory notices.

10. Property Insurance

Our valuation assumes that the property would, in all respects, be insurable against all usual risks at normal, commerciallyacceptable premiums.

11. Building Areas and Age

Where so instructed, areas provided from a quoted source will be relied upon. Where the age of the building is estimated, this isfor guidance only.

12. Structural Condition

Building structural and ground condition surveys are detailed investigations of the building, the structure, technical services andground and soil conditions undertaken by specialist building surveyors or engineers and fall outside the normal remit of avaluation. Since we will not have carried out any of these investigations, except where separately instructed to do so, we areunable to report that the property is free of any structural fault, rot, infestation or defects of any other nature, including inherent weaknesses due to the use in construction of deleterious materials. We do reflect the contents of any building survey reportreferred to us or any defects or items of disrepair of which we are advised or which we note during the course of our valuation inspections but otherwise assume properties to be free from defect.

13. Ground Conditions

We assume there to be no unidentified adverse ground or soil conditions and that the load bearing qualities of the sites of each property are sufficient to support the building constructed or to be constructed thereon.

14. Environmental Issues

Investigations into environmental matters would usually be commissioned of suitably qualified environmental specialists by most responsible purchasers of higher value properties or where there was any reason to suspect contamination or a potential futureliability. Furthermore, such investigation would be pursued to the point at which any inherent risk was identified and quantified before a purchase proceeded. Anyone averse to risk is strongly recommended to have a property environmental investigationundertaken and, besides, a favourable report may be of assistance to any future sale of the property. Where we are providedwith the conclusive results of such investigations, on which we are instructed to rely, these will be reflected in our valuations withreference to the source and nature of the enquiries. We would endeavour to point out any obvious indications or occurrencesknown to us of harmful contamination encountered during the course of our valuation enquiries.

We are not, however, environmental specialists and therefore we do not carry out any scientific investigations of sites orbuildings to establish the existence or otherwise of any environmental contamination, nor do we undertake searches of publicarchives to seek evidence of past activities which might identify potential for contamination. In the absence of appropriateinvestigations and where there is no apparent reason to suspect potential for contamination, our valuation will be on theassumption that the property is unaffected.

E-3

Page 157: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Valuation report │72 Eunos Avenue 7 Singapore 409570 │ KF Ref: 2848/SAB/15/16/PK/say Page 4 Prepared on behalf of HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari'ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari'ah Compliant Industrial REIT) Date of issue: 8 November 2016

15. Leases

The client should confirm to us in writing if they require us to read leases. Where we do read leases reliance must not be placed on our interpretation of these documents without reference to solicitors, particularly where purchase or lending against thesecurity of a property is involved.

16. Covenant

We reflect our general appreciation of potential purchasers' likely perceptions of the financial status of tenants. We do not, however, carry out detailed investigations as to the financial standing of the tenants, except where specifically instructed, and assume, unless informed otherwise, that in all cases there are no significant arrears of payment and that they are capable ofmeeting their obligations under the terms of leases and agreements.

17. Loan Security

Where instructed to comment on the suitability of property as a loan security we are only able to comment on any inherentproperty risk. Determination of the degree and adequacy of capital and income cover for loans is the responsibility of the lender having regard to the terms of the loan.

18. Build Cost Information

Where our instruction requires us to have regard to build cost information, for example in the valuation of properties withdevelopment potential, we strongly recommend that you supply us with build cost and other relevant information prepared by asuitably qualified construction cost professional, such as a quantity surveyor. We do not hold ourselves out to have expertise in assessing build costs and any property valuation advice provided by us will be stated to have been arrived at in reliance uponthe build cost information supplied to us by you. In the absence of any build cost information supplied to us, we may have regardto published build cost information. There are severe limitations on the accuracy of build costs applied by this approach andprofessional advice on the build costs should be sought by you. The reliance which can be placed upon our advice in thesecircumstances is severely restricted. If you subsequently obtain specialist build cost advice, we recommend that we areinstructed to review our advice.

19. Reinstatement Assessments

A reinstatement assessment for insurance purposes is a specialist service and we recommend that separate instructions areissued for this specific purpose. If advice is required as a check against the adequacy of existing cover this should be specified as part of the initial instruction. Any indication given is provided only for guidance and must not be relied upon as the basis forinsurance cover. Our reinstatement assessment should be compared with the owner’s and if there is a material difference, thena full reinstatement valuation should be considered.

20. Attendance in Court

The Valuer is not obliged to give testimony or to appear in Court with regard to this valuation report and/or certificate, with reference to the property unless specific arrangement has been made therefor.

E-4

Page 158: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

E-5

Valuation Certificate savillsProperty Address

Client

Purpose of Valuation

legal DescriptionTenureRegistered Lessee

Brief Description

Site Area

Gross Floor Area (GFA)

Lettable Floor Area (LFA)

Tenancy Brief

Service Provider Fee

Rental Income Support

Annual Value (AV)

Master Plan Zoning (2014)

Land Rent (pa)

Permitted Use

Basis of Valuation

Valuation Approaches

Capitalisation Rate

Terminal Capitalisation Rate

Discount Rate

Rate of lettable Floor AreaDate of Valuation

Recommended Market Value(with rental Income support)

Prepared by

107 Eunos Avenue 3, Singapore 409837

HSBC Institutional Trust Service (Singapore) Limited (as Trustee of Sabana Shari'ah CompliantIndustrial REIT)

Acquisition

Lot 2594W Mukim 23

Leasehold 30 years commencing from 1 January 2011 (balance term of about 24.1 years)

General Cars Fleet Management Pte Ltd

The subject property is located on the southern side of Eunos Avenue 3, between Eunos Road 2 and5, off Sims Avenue, within Eunos Industrial Estate. It is a 6-storey light industrial building with asemi-basement carpark. The property appeared to be in fairly good condition. We understand thatthe Temporary Occupation Permit for 1st storey and the basement was issued on 21 September2012 whilst 2nd to 6th storeys was issued on 7 January 2013. The Certificate of Statutory Completionwas on 21 November 2013.All public essential services are connected.

4,979.7 sm or thereabouts, subject to government's re-survey

12,443.98 sm, as provided and subject to final survey

11,834.8 sm, as provided and subject to final survey

Based on the tenancy information provided to us, about 34% of the GFA will be leased back toGeneral Cars Fleet Management Pte Ltd, the Vendor. Currently about 42% of the total lettable areaare let to third party tenants which will be assigned or novated to Sabana Shari'ah CompliantIndustrial REIT. The Vendor will lease a total LFA of about 45,954 sf for a [ease term of 5 yearscommencing from date of completion of sale, with an option to renew for a further term of 3 years. Itwill occupy whole of Level 2 and 3 with an initial gross rent fixed at $2.40 psf per month, subject toan annual escalation of 1%.The remaining area is multi-tenanted to the third party tenants which is currently about 42% let. Thecurrently monthly gross rent is about $132,018 and the monthly service charge is averaging $0.50psf. No other tenancy details is made available to us. The lease terms within the property rangefrom about 2 to 3 years typically.

The Vendor will be appointed as Service Provider for 5 years at a fee of $488,692 per annum, subjectto annual escalation of 1%. The Service Provider is responsible for all outgoings expenses such asproperty tax, insurance, maintenance, utilities, cleaning, security services and capital expenditure,etc. The landlord will be responsible for lease and property management fee.

As advised, the Vendor will provide Net Property Income (NPI) guarantee for 5 years from date ofcompletion of sale at $3,051,509 per annum.We are of the opinion that this rental support is not unreasonable and is in line with general marketpractice for similar kind of arrangement where rental support is given to compensate for lowerpassing rents as compared to current market when vacant units and/or expiring leases are expectedto be renewed or re-Iet at the prevailing market rents. Based on our research data, we are of theopinion that the current market rent for comparable class of property is in the range of $2.10 to $2.60psf per month and the property rental income (taking into account the rental support amount) fallswithin the acceptable range of market parameters for the subject property.

$3,880,000 per annum. Property tax is payable at 10.00% per annum of the assessed AV.

Reserve Site

The nominal land rent of $12 per annum is currently waived until further notice.

For motor vehicle workshop with ancillary office subject to the written approval of the CompetentAuthority appointed under Section 5 of the Planning Act.

As-Is Basis and subject to pre-arranged lease arrangement

Income Capitalisation Method, Discounted Cash Flow Analysis and Direct Comparison Method6.50%

7.00%

8.00%

$2,915/sm

5 December 2016

$34,500,000(S' gapore Dollars Thirty-Four Million And Five Hundred Thousand Only)

Cynthia N{_ l{~Licensed pprais r No. AD041·2003388A Licensed Appraiser No. AD041·2004607E

Savills Valuation And Professional Services (5) Pte ltd

This valuation is exclusive of Goods and Services Tax.

Our Ref: 2016/1349/CORP/CS

Page 159: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

E-6

LIMITING CONDITIONS

Our valuations are sUbject to the following limiting conditions unless otherwise stated in our valuation report.

savillsValuationStandards:

Valuation Basis:

Currenc)' ofValuation:

Confidentiality:

Copyright:

limitation ofLiability:

Validity Period:

Titles:

PlanningInformation:

Other StatutoryRegulations:

Site Condition:

Condition ofProperty:

Source ofInformation:

Floor Areas:

Plans:

Tenant:

ReinstatementCost:

Attendance inCourt:

The valuation is carried oul in accordance with the Valuation Standards and Practice Guidelines published by the Singapore Institute of Surveyors and Valuers,and/or International Valuation Standards and/or RICS Valuation Standards, subject \0 variations to comply with local laws, customs and practices.

The valuation is carried out on a basis appropriate to the specific purpose of valuation, in accordance with the relevant definitions, assumptions andqualifications outlined in the valuation report.

The opinion expressed in the valuation report applies strictly in accordance with the terms and for the purpose expressed therein. The assessed values neednot be applicable in relation to some other assessment.

Values are reported in Singapore currency unless otherwise stated.

Our valuation is confidential and strictly for the use of the addressee of the valuation report only and for the specific purpose (s) stated. Savills disclaim allresponsibility and will accept no accountability, obligation or liability to any third parties.

Neither the whole nor any part of the valuation report or any reference to it may be included in any published document, statement, circular or be published inany way, nor in any communication with any third parties, without priorwriUen approval from Savills, including the form and context in which it may appear.

The liability of Savills and its employees is only limited to the party to whom the valuation report is addressed. No responsibility to any third parties forunauthorized use and reliance is accepted.

Any liability arising from the valuers' negligence, breach of contract or otherwise in connection with this engagement shall be limited to the fees received bySavills under this engagement. Savills do not accept liability for any indirect or consequential losses (such as opportunity cost and loss of profits).

Notwithstanding the foregoing, Savills' liability and its responsibility in relation to the valuation report and/or the valuation certificate as well as the extent and/oramount of liability is subject always to and to the exfent permitted by applicable laws.

This valuation represents our opinion of value as at the date of valuation. The assessed value may change significantly and unexpectedly over a short periodarising from general market movement, possible changes in market forces and circumstances in relation to the property. Savills disclaim all responsibility andaccept no liability should the valuation report be relied upon after the expiration of 3 months from the date of valuation, or such earlier date if the addressee ofthe report becomes aware of any factors that may have an effect on the valuation and has not made known such information to Savills.

A brief on-line title search on the property has been carried out only. We are not obliged to inspect and/or read the original tWe or lease documents, unlessthey are made available by the client. The valuation shall therefore assume, unless informed to the contrary, that there are no further restrictive covenants,easements or encumbrances not disclosed by this brief title search which may have an effect on the market value. We assume the tiUe of the property is goodand marketable and free from all encumbrances, restrictions and other legal impediments.

Information relating to town planning is obtained from the current Singapore Master Plan Which is assumed to be accurate. We do not normally carry out legalrequisitions on road, MRT, LRT, drainage and other government proposals, unless specifically requested and Savills is properly reimbursed. In the event thatlegal requisitions are conducted by our clients which reveal that the information is materially different from the town planning information outlined in the valuationreport and/or property is affected by public scheme (s), this report should then be referred back to Savills for review on possible amendment

Our valuation assumes that the property and any improvements thereon comply with all relevant statutory regulations. We have assumed that the propertyhas been or will be issued with a Temporary Occupation Permit. Certificate of Fitness, Certificate of Statutory Completion or Temporary Occupation Ucenseby the competent authority.

We do not undertake site investigations to ascertain the suitability of the ground conditions and services for the existing or any new development, nor do wecarry out any environmental or geotechnical surveys. We have assumed that these aspects are satisfactory and where new development is proposed, noextraordinary expenses or delays will be incurred during the construction period. We have assumed that the load bearing capacity of the site is sufficient tosupport the building constructed or to be construction thereon

While due care is exercised in the course of inspection to note any building defects, no structural surveyor testing of the services or facilities are carried outnor have we inspected the unexposed or inaccessible portions of the building. As SUCh, we are unable to comment if the building is free from defect, rot,infestation. asbestos or other hazardous material. Our valuation assumes that the building would not have any defects requiring significant capital expenditureand complies with all relevant statutory requirements.

Where it is stated in the valuation report that the information has been provided to the valuer by the sources listed, this information is presumed to be reliable.Savills takes no responsibility for inaccurate data supplied and subsequent conclusions related to such data. Where information is given without reference toanother party in the report, it shall be taken that this information has been obtained or gathered through our best efforts and to our best knowledge. Processeddata inferences therefrom shall be taken as the valuer's opinion and shall not be freely quoted without acknowledgement.

We have assumed that information contained in the surveyed or architectural floor plans is accurate and has been prepared in accordance wifh the prevailingProfessional Property Practice Guidelines. In the absence of such plans, the floor area is estimated based on available secondary information and suchestimates do not provide the same degree of accuracy or certainty. In the event that there is a material variance in areas, we reserve the right to review ourvaluation.

Plans included in the valuation report are for identification purposes only and should not be relied upon to define boundaries or treated as certified copies ofareas or other particulars contained therein. Alilocalion plans are obtained from OneMap. While we have endeavoured to ensure the maps are updated, wedo not vouch for the accuracy of the map and shall not be responsible if it is otherwise,

No enquiries on the financial standing of actual or prospective tenants have been made. Where property is valued with the benefit of lettings, it is assumedthat the tenants are capable of meeting their obligations under the lease and there are no arrears of rent or undisclosed breaches of covenant.

Our opinion of the reinstatement cost for fire insurance purpose is provided only for guidance and must not be relied upon as the basis for insurance cover.We advise that we are not quantity surveyors and our estimate of the construction cost is based upon published sources. We recommend that verification ofthe insurance replacement cost be sought from a qualified quantity surveyor, if considered appropriate.

Savills or its employees are not obliged to give testimony or to appear in court or any other tribunal or to any government agency with regards to this valuationreport or with reference to the property in question unless prior arrangement has been made and Savills are properly reimbursed.

Savills Valuation and Professional Services (S) Pte Ltd 2

Page 160: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Valuation report │47 Changi South Avenue 2 Singapore 486148 │ KF Ref: 1840/SAB/1/16/PK/say Page 1 Prepared on behalf of HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari'ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari'ah Compliant Industrial REIT) Date of issue: 9 December 2016

Valuation certificate Property : 47 Changi South Avenue 2 Singapore 486148

Client : HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari’ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari’ah Compliant Industrial REIT)

Purpose : Acquisition

Legal description : Lot No. 9936A Mukim 27

Tenure : Leasehold 30+30 years commencing 16 November 1996 (Balance lease term of about 39.9 years as at 9 December 2016)

Basis of valuation : Market Value on existing use basis and subject to the proposed leaseback terms and conditions as described below and including an estimated upfront land premium for the balance of the initial 30-year lease term

Registered lessor/lessee

: JTC Corporation/Freight Links Properties Pte. Ltd.

Master plan 2014 : “Business 2” with a gross plot ratio of 1.6

Brief description : The Property is located on the north-western side of Changi South Avenue 2, off Xilin Avenue, within Changi South Industrial Estate, and approximately 17.0 km from the City Centre. It is a 4-storey industrial building. The Temporary Occupation Permit and Certificate of Statutory Completion were issued on 1 July 1998 and 23 June 1999 respectively.

Land area : 5,453.2 sm

Gross floor area : 8,507.4 sm approximately

Leaseback terms and conditions

: The Property will be leased back to Freight Links Properties Pte. Ltd. as the Master Lessee for 74% of the gross floor area. The balance 26% of the gross floor area will be occupied by other direct sub-tenants with leases to be signed directly with the Purchaser (Sabana Shari’ah Compliant Industrial REIT). The lease term is 10 years from the date of legal completion of the Sale and Purchase.

The total collections (from Master Lessee) will be as follows:

Year Annual rent 1 $2,077,616* 2 $2,098,272* 3 $2,119,135* 4 $1,501,744 5 $1,516,642 6 $1,531,688 7 $1,546,885 8 $1,562,234 9 $1,577,736 10 $1,593,394

* Guaranteed annual rent by the Master Lessee

The Master Lessee shall ensure the total collections remain unchanged at all times, and will make up for the difference should there be any shortfall in payments from the direct sub-tenants or due to lease expiries for Year 1 to Year 3 and the marketing costs to be incurred from the direct sub-tenants’ vacant units (if any) shall be borne by the Master Lessee for Year 1 to Year 3. We are of the opinion that this rental support is not unreasonable and is in line with general market practice for similar kind of arrangement where rental support is given to compensate for lower passing rents as compared to current market rents or when vacant units and/or expiring leases are expected to be renewed or re-let at the prevailing market rents. We are of the opinion that the property rental income (taking into account the rental support amount) falls within the acceptable range of market parameters for the Property. The Purchaser shall pay a service fee of $1,000 per month to the Master Lessee for managing the direct sub-tenants and the payment shall cease in the event that there are no more direct sub-tenants. For Year 4 to Year 10, the Purchaser shall be responsible for the marketing cost for replacement of direct sub-tenants.

The Master Lessee is responsible for all day to day maintenance, insurance, cleaning, security, utilities, servicing of lifts and other M&E items, property tax and capital expenditure for the Property for Year 1 to Year 3. For Year 4 to Year 10, the Master Lessee will pay property tax in relation to their premises only and will seek reimbursement from the Purchaser for 30% of the total maintenance cost. The Purchaser is responsible for capital expenditure, including replacement of M&E equipment, all repairs of a structural nature and the Purchaser’s own property and lease management fees.

Valuation approaches : Capitalisation Approach and Discounted Cash Flow Analysis

Valuation date : 9 December 2016

Market Value : S$23,000,000/- (Singapore Dollars Twenty-Three Million Only)

Assumptions, disclaimers, limitations & qualifications

: This valuation certificate is provided subject to the assumptions, disclaimers, limitations and qualifications detailed throughout this certificate which are made in conjunction with those included within the General Terms of Business for Valuations located at the end of this certificate. Reliance on this certificate and extension of our liability is conditional upon the reader’s acknowledgement and understanding of these statements. Use by, or reliance upon this document for any other purpose if not authorized, Knight Frank Pte Ltd is not liable for any loss arising from such unauthorised use or reliance. The document should not be reproduced without our written authority. The valuers have no pecuniary interest that would conflict with the proper valuation of the Property.

Prepared by : Knight Frank Pte Ltd

Low Kin Hon B.Sc.(Estate Management) Hons.,FSISV Deputy Group Managing Director Managing Director, Valuation Appraiser’s Licence No. AD 041-2003752I For and on behalf of Knight Frank Pte Ltd

Perry Khoo B.Sc.(Real Estate) Hons.,MSISV Deputy Director Valuation Appraiser’s Licence No. AD 041-2009340A For and on behalf of Knight Frank Pte Ltd

E-7

Page 161: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Valuation report │47 Changi South Avenue 2 Singapore 486148 │ KF Ref: 1840/SAB/1/16/PK/say Page 2 Prepared on behalf of HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari'ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari'ah Compliant Industrial REIT) Date of issue: 9 December 2016

General Terms of Business for Valuations

These General Terms of Business and our Terms of Engagement letter together form the agreement between us (“Agreement”). The following General Terms of Business apply to all valuations and appraisals undertaken by Knight Frank Pte Ltd unless specifically agreed otherwise in the Terms of Engagement letter and so stated within the main body of the valuation report.

1. Knight Frank Pte Ltd (“the company”)

Knight Frank Pte Ltd is a privately owned company with registration number 198205243Z. Any work done by an individual is inthe capacity as an employee of the Company.

2. Limitations on Liability

The Valuer’s responsibility in connection with this valuation report and/or certificate is limited to the party to whom the valuation report and/or certificate is addressed for the stated purpose. The Valuer disclaims all responsibility and will accept no liability toany third party for the whole or any part of its contents saved on the basis of written and agreed instructions; this will incur anadditional fee.

Our maximum total liability for any direct loss or damage whether caused by our negligence or breach of contract or otherwise is limited to the lower of S$1 million or 3 times Knight Frank Pte Ltd’s fee under the instruction.

Notwithstanding the foregoing, the Valuer’s liability and its responsibility to third parties in relation to the valuation report and/orthe valuation certificate as well as the extent and/or amount of liability is subject always to and to the extent permitted byapplicable laws.

We do not accept liability for any indirect or consequential loss (such as loss of profits).

3. Disclosure and Publication

If our opinion of value is disclosed to persons other than the addressees of our valuation report and/or certificate, the basis ofvaluation should be stated. Reproduction of this valuation report and/or certificate in any manner whatsoever in whole or in partor any reference to it in any published document, circular or statement nor published in any way whatsoever whether in hardcopy or electronically (including on any websites) without the Valuer’s prior written approval of the form and context in which may appear is prohibited.

4. Valuation Standards

All valuations and appraisals works are carried out in accordance with the Singapore Institute of Surveyors and Valuers (SISV)Valuation Standards and Guidelines and International Valuation Standards (IVS), and all codes, standards and requirements ofprofessionalism have been met.

5. Valuation Basis

Valuations and appraisals are carried out on a basis appropriate to the purpose for which they are intended and in accordancewith the relevant definitions, commentary and assumptions outlined in the valuation report and/or certificate. The basis ofvaluation will be agreed with you for the instruction.

The opinion expressed in this valuation report and/or certificate is made strictly in accordance with the terms and for the purpose expressed therein and the values assessed and any allocation of values between portions of the property need not be applicable in relation to some other assessment.

6. Titles and Burdens

We do not read documents of title although, where provided, we consider and take account of matters referred to in solicitor’s reports or certificates of title. We would normally assume, unless specifically informed and stated otherwise, that each propertyhas good and marketable title and that all documentation is satisfactorily drawn and that there are no unusual outgoings,planning proposals, onerous restrictions or regulatory intentions which affect the property, nor any material litigation pending.

All liens and encumbrances, if any, affecting the property have been disregarded unless otherwise stated and it is assumed that the current use of the property is not in contravention of any planning or other governmental regulation or law.

The Valuer does not warrant to the party to whom the valuation report and/or certificate is addressed and any other person the title or the rights of any person with regard to the property

E-8

Page 162: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Valuation report │47 Changi South Avenue 2 Singapore 486148 │ KF Ref: 1840/SAB/1/16/PK/say Page 3 Prepared on behalf of HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari'ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari'ah Compliant Industrial REIT) Date of issue: 9 December 2016

7. Sources of Information We rely upon the information provided to us, by the sources listed, as to details of tenure and tenancies (subject to “leases”

below), planning consents and other relevant matters, as summarised in our valuation report and/or certificate. We do not check with the relevant government departments or other appropriate authorities on the legality of the structures, approved gross floor area or other information provided to us. We assume that this information is complete and correct and the Valuer shall not be held responsible or liable if this should prove not to be so.

Unless otherwise stated, all information has been obtained by our search of records and examination of documents or by

enquiry from Government departments or other appropriate authorities. When it is stated in this valuation report and/or certificate that information has been supplied to the Valuer by another party, this information is believed to be reliable and the Valuer shall not be held responsible or liable if this should prove not to be so.

8. Boundaries Plans accompanying valuation report are for identification purposes and should not be relied upon to define boundaries, title or

easements. The extent of the site is outlined in accordance with information given to us and/or our understanding of the boundaries.

9. Planning and Other Statutory Regulations Enquiries of the relevant planning authorities in respect of matters affecting the property, where considered appropriate, are

normally only obtained verbally and this information is given to us, and accepted by us, on the basis that it should not be relied upon. Where reassurance is required on planning matters, we recommend that formal written enquiries should be undertaken by the client’s solicitors who should also confirm the position with regard to any legal matters referred to in our report. We assume that properties have been constructed, or are being constructed, and are occupied or used in accordance with the appropriate consents and that there are no outstanding statutory notices.

10. Property Insurance Our valuation assumes that the property would, in all respects, be insurable against all usual risks at normal, commercially

acceptable premiums. 11. Building Areas and Age Where so instructed, areas provided from a quoted source will be relied upon. Where the age of the building is estimated, this is

for guidance only. 12. Structural Condition Building structural and ground condition surveys are detailed investigations of the building, the structure, technical services and

ground and soil conditions undertaken by specialist building surveyors or engineers and fall outside the normal remit of a valuation. Since we will not have carried out any of these investigations, except where separately instructed to do so, we are unable to report that the property is free of any structural fault, rot, infestation or defects of any other nature, including inherent weaknesses due to the use in construction of deleterious materials. We do reflect the contents of any building survey report referred to us or any defects or items of disrepair of which we are advised or which we note during the course of our valuation inspections but otherwise assume properties to be free from defect.

13. Ground Conditions We assume there to be no unidentified adverse ground or soil conditions and that the load bearing qualities of the sites of each

property are sufficient to support the building constructed or to be constructed thereon. 14. Environmental Issues Investigations into environmental matters would usually be commissioned of suitably qualified environmental specialists by most

responsible purchasers of higher value properties or where there was any reason to suspect contamination or a potential future liability. Furthermore, such investigation would be pursued to the point at which any inherent risk was identified and quantified before a purchase proceeded. Anyone averse to risk is strongly recommended to have a property environmental investigation undertaken and, besides, a favourable report may be of assistance to any future sale of the property. Where we are provided with the conclusive results of such investigations, on which we are instructed to rely, these will be reflected in our valuations with reference to the source and nature of the enquiries. We would endeavour to point out any obvious indications or occurrences known to us of harmful contamination encountered during the course of our valuation enquiries.

We are not, however, environmental specialists and therefore we do not carry out any scientific investigations of sites or

buildings to establish the existence or otherwise of any environmental contamination, nor do we undertake searches of public archives to seek evidence of past activities which might identify potential for contamination. In the absence of appropriate investigations and where there is no apparent reason to suspect potential for contamination, our valuation will be on the assumption that the property is unaffected.

E-9

Page 163: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

Valuation report │47 Changi South Avenue 2 Singapore 486148 │ KF Ref: 1840/SAB/1/16/PK/say Page 4 Prepared on behalf of HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Sabana Shari'ah Compliant Industrial REIT) C/O Sabana Real Estate Investment Management Pte. Ltd. (as Manager of Sabana Shari'ah Compliant Industrial REIT) Date of issue: 9 December 2016

15. Leases The client should confirm to us in writing if they require us to read leases. Where we do read leases reliance must not be placed

on our interpretation of these documents without reference to solicitors, particularly where purchase or lending against the security of a property is involved.

16. Covenant We reflect our general appreciation of potential purchasers' likely perceptions of the financial status of tenants. We do not,

however, carry out detailed investigations as to the financial standing of the tenants, except where specifically instructed, and assume, unless informed otherwise, that in all cases there are no significant arrears of payment and that they are capable of meeting their obligations under the terms of leases and agreements.

17. Loan Security Where instructed to comment on the suitability of property as a loan security we are only able to comment on any inherent

property risk. Determination of the degree and adequacy of capital and income cover for loans is the responsibility of the lender having regard to the terms of the loan.

18. Build Cost Information Where our instruction requires us to have regard to build cost information, for example in the valuation of properties with

development potential, we strongly recommend that you supply us with build cost and other relevant information prepared by a suitably qualified construction cost professional, such as a quantity surveyor. We do not hold ourselves out to have expertise in assessing build costs and any property valuation advice provided by us will be stated to have been arrived at in reliance upon the build cost information supplied to us by you. In the absence of any build cost information supplied to us, we may have regard to published build cost information. There are severe limitations on the accuracy of build costs applied by this approach and professional advice on the build costs should be sought by you. The reliance which can be placed upon our advice in these circumstances is severely restricted. If you subsequently obtain specialist build cost advice, we recommend that we are instructed to review our advice.

19. Reinstatement Assessments A reinstatement assessment for insurance purposes is a specialist service and we recommend that separate instructions are

issued for this specific purpose. If advice is required as a check against the adequacy of existing cover this should be specified as part of the initial instruction. Any indication given is provided only for guidance and must not be relied upon as the basis for insurance cover. Our reinstatement assessment should be compared with the owner’s and if there is a material difference, then a full reinstatement valuation should be considered.

20. Attendance in Court The Valuer is not obliged to give testimony or to appear in Court with regard to this valuation report and/or certificate, with

reference to the property unless specific arrangement has been made therefor.

E-10

Page 164: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

E-11

Valuation Certificate savillsProperty Address

Client

Purpose of Valuation

Legal Description

Tenure

Registered Lessee

Brief Description

Site Area

Gross Floor Area (GFA)

lettable Floor Area (LFA)

Tenancy Brief

Rental Income Support

Annual Value (AV)

Master Plan Zoning (2014)

land Rent (pa)

Permitted Use

Basis of Valuation

Valuation Approaches

Capitalisation Rate

Terminal Capitalisation Rate

Discount Rate

Rate of Lettable Floor Area

Date of Valuation

Recommended Market Value(with rental Income support)

Prepared by

47 Changi South Avenue 2, Singapore 486148

HSBC Institutional Trust Service (Singapore) Limited (as Trustee of Sabana Shari'ah CompliantIndustrial REIT)

Acquisition

Lot 9936A Mukim 27

Leasehold 30 + 30 years commencing from 16 November 1996 (we are instructed to value based onbalance un-expired interest of about 39.9 years)

Freight Links Properties Pte. ltd.

The subject property is located on the north-western side of Changi South Avenue 2, off Xilin Avenue,within Changi South Industrial Estate. It is a 4-storey industrial building. The property appeared tobe in average condition. We understand the Temporary Occupation Permit was issued on 1 July1998 and the Certificate of Statutory Completion was issued on 23 June 1999.

All public essential services are connected.

5,453.2 sm or thereabouts, subject to government's re-survey

8,507.4 sm, as provided and subject to final survey

8,507.4 sm, as provided and subject to final survey

Based on the tenancy information provided to us, about 74% of the GFA is leased back to FreightLinks Properties Pte. ltd., the Vendor. Currently about 26% of the total LFA is let to a third partytenant which VoIiIl be assigned or novated to Sabana Shari'ah Compliant Industrial REIT. The Vendorwill lease a total LFA of about 67,573 sf for a lease term of 10 years commencing from date ofcompletion of sale. For Year 4 to 10, the Vendor VoIiII pay double net annual rent for their leased areaat $1,501,744.48, $1,516,641.92, $1,531,688.34, $1,546,885.22, $1,562,234.08, $1,577,736.42 and$1,593,393.78 for each respective year. The third party tenant has leased a total LFA of about24,000 sf at a monthly gross rent of $32,400 for a lease term of 2 years commencing on 1 September2016 with an option to renew for another one year VoIith a rental increase cap at 10%. The currentmonthly service charge is $6,000. For Year 1 to 3, the Vendor will be responsible for all outgoingsexpenses such as property tax, insurance, maintenance, utilities, cleaning and security services,etc., for the entire property while for Year 4 to 10, the Vendor will be responsible for 70% of alloutgoin9S. The landlord 'Nill be responsible for 30% of all outgoings for Year 4 to Year 10, and leaseand property management fee.

The Vendor VoIiIl provide a rental guarantee at property level for the first 3 years at $2,077,616.16,$2,098,272.32 and $2,119,135.04 for each respective year.

We are of the opinion that this rental support is not unreasonable and is in line with general marketpractice for similar kind of arrangement where rental support is given to compensate for lowerpassing rents as compared to current market when vacant units and/or expiring leases are expectedto be renewed or re-Iet at the prevailing market rents. Based on our research data, we are of theopinion that the current market rent for comparable class of property is in the range of $1.80 to $2.10psf per month and the property rental income (taking into account the rental support amount) fallswithin the acceptable range of market parameters for the subject property.

$1,173,000 per annum. Property tax is payable at 10.00% per annum of the assessed AV.

Business 2 VoIith a plot ratio of 1.6

Currently, land rent is payable for the subject property. However, we understand that the upfrontland premium for the initial un-expired lease term VoIiIl be paid upon completion of the sale.

For warehouse VoIith specialized storage and handling facilities only except VoIith the prior consent inwriting of the Lessor.

As-Is Basis and subject to pre-arranged lease arrangement

Income Capitalisation Method, Discounted Cash Flow Analysis and Direct Comparison Method

6.25%

6.50%

8.00%

$2,704/sm

9 December 2016

k~Ee Kong Han Daniel

Licensed Appraiser No. AD041-2003388A Licensed Appraiser No. AD041·2004607E

Savills Valuation And Professional Services (S) Pte Ltd

This valuation is exclusive of Goods and Services Tax.

Our Ref; 2016/1621/CORP/CS

Page 165: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

E-12

LIMITING CONDITIONS

Our valuations are subject to the following limiting conditions unless otherwise stated in our valuation report.

savillsValuationStandards:

Valuation Basis:

Currency ofValuation:

Confidentiality:

Copyright

Limitation ofLiability:

Validity Period:

Titles:

PlanningInformation:

Other StatutoryRegulations:

Site Condition:

Condition ofProperty;

Source ofInformation:

Floor Areas:

Plans:

Tenant:

ReinstatementCost:

Attendance inCourt:

The valuation is carried out in accordance with the Valuation Standards and Practice Guidelines published by the Singapore Institute of Surveyors and Valuers,and/or International Valuation Standards and/or RICS Valuation Standards, subject to variations 10 comply with local laws. customs and practices.

The valuation is carried out on a basis appropriate to the specific purpose of valuation. in accordance with the relevant definitions, assumptions andqualifications outlined in the valuation report.

The opinion expressed in the valuation report applies strictly in accordance with the terms and for the purpose expressed therein. The assessed values neednot be applicable in relation to some other assessment.

Values are reported in Singapore currency unless otherwise stated.

Our valuation is confidential and strictly for the use of the addressee of the valuation report only and for the specific purpose (s) stated. Savills disclaim allresponsibility and will accept no accountability. obligation or liability to any third parties.

Neither the whole nor any part of the valuation report or any reference to it may be included in any published document, statement, circular or be published inany way, nor in any communication with any third parties, without prior written approval from Savills, including the form and context in which it may appear.

The liability of Savills and its employees is only limited to the party to whom the valuation report is addressed. No responsibility to any third parties forunauthorized use and reliance is accepted.

Any liability arising from the valuers' negligence, breach of contract or otherwise in connection with this engagement shall be limited to the fees received bySavills under this engagement. Savills do not accept liability for any indirect or consequential losses (such as opportunity cost and loss 01 profits).

Notwithstanding the foregoing, Savills' liability and its responsibility in relation to the valuation report and/or the valuation certificate as well as the extent and/oramount of liability is subject always to and to the extent permitted by applicable laws.

This valuation represents our opinion of value as at the date of valuation. The assessed value may change significantly and unexpectedly over a short periodarising from general market movement. possible changes in market forces and circumstances in relation to the property. Savills disclaim all responsibility andaccept no liability should the valuation report be relied upon after the expiration 01 3 months from the dale 01 valuation, or such eariier date if the addressee ofthe report becomes aware of any factors that may have an effect on the valuation and has not made known such information to Savills.

A brief on-line title search on the property has been carried out only. We are not obliged to inspect and/or read the original title or lease documents, unlessthey are made available by the client. The valuation shall therefore assume, unless informed to the contrary. that there are no further restrictive covenants,easements or encumbrances not disclosed by this brief title search which may have an effect on the market value. We assume the title 01 the property is goodand marketable and free from all encumbrances, restrictions and other legal impediments.

Information relating to town planning is obtained from the current Singapore Master Plan which is assumed to be accurate. We do not normally carry out legalrequisitions on road, MRT, LRT, drainage and other government proposals, unless specifically requested and Savills is properly reimbursed. In the event thatlegal requisitions are conducted by our clients which reveal that the information is materially different from the town planning information outlined in the valuationreport and/or property is affected by public scheme (s), this report should then be referred back to Savills for review on possible amendment

Our valuation assumes that the property and any improvements thereon comply with all relevant statutory regulations. We have assumed that the propertyhas been or will be issued with a Temporary Occupation Permit, Certificate of Fitness, Certificate of Statutory Completion or Temporary Occupation Ucenseby the competent authority.

We do not undertake site investigations to ascertain the suitability of the ground conditions and services for the existing or any new development, nor do wecarry out any environmental or geotechnical surveys. We have assumed that these aspects are satisfactory and where new development is proposed, noextraordinary expenses or delays will be incurred during the construction period. We have assumed that the load bearing capacity of the site is sufficient tosupport the building constructed or to be construction thereon

While due care is exercised in the course of inspection to note any building defects, no structural surveyor testing of the services or facilities are carried outnor have we inspected the unexposed or inaccessible portions of the building. As such, we are unable to comment if the building is free from defect. rot,infestation. asbestos or other hazardous material. Our valuation assumes that the building would not have any defects requiring significant capital expenditureand complies with all relevant statutory requirements.

Where it is stated in the valuation report that the information has been provided to the valuer by the sources listed, this information is presumed to be reliable.Savills takes no responsibility for inaccurate data supplied and subsequent conclusions related to such data. Where information is given without reference toanother party in the report, it shall be taken that this information has been obtained or gathered through our best efforts and to our best knowledge. Processeddata inferences therefrom shall be taken as the valuer's opinion and shall not be freely quoled without acknowledgement

We have assumed thai information conlained in the surveyed or archilectural!loor plans is accurate and has been prepared in accordance with the prevailingProfessional Property Practice Guidelines. In the absence of such plans, the !Ioor area is estimated based on available secondary informalion and suchestimates do not provide the same degree of accuracy or certainty. In the event that there is a material variance in areas, we reserve the right to review ourvaluation.

Plans included in the valuation report are for identification purposes only and should not be relied upon to define boundaries or treated as certified copies ofareas or other particulars contained therein. All location plans are obtained from OneMap. While we have endeavoured to ensure the maps are updated, wedo not vouch lor the accuracy of the map and shall not be responsible if it is otherwise,

No enquiries on the financial standing of actual or prospective tenants have been made. Where property is valued with the benefit of lettings, it is assumedthat the tenants are capable of meeting their obligations under the lease and there are no arrears of rent or undisclosed breaches of covenant.

Our opinion 01 the reinstatement cosl for fire insurance purpose is provided only for guidance and must not be relied upon as the basis for insurance cover.We advise that we are nol quantity surveyors and our estimate of the construction cost is based upon published sources. We recommend thai verification ofthe insurance replacement cost be sought from a qualified quantity surveyor, if considered appropriate.

Savills or its employees are not obliged to give testimony or to appear in court or any other tribunal or to any government agency with regards to this valuationreport or with reference to the property in question unless prior arrangement has been made and Savills are properiy reimbursed.

Savills Valuation and Professional Services (8) Pte Ltd 2

Page 166: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank

In relation to this Offer Information Statement

Dated 30 December 2016

Directors of Sabana Real Estate Investment Management Pte. Ltd.

(as manager of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust)

Mr Steven Lim Kok HoongChairman and Independent

Non-Executive Director

Mr Yong Kok HoonIndependent Non-Executive Director

Ms Ng Shin EinNon-Executive Director

Mr Henry Chua Tiong HockNon-Executive Director

Mr Kevin XayarajChief Executive Officer and

Executive Director

Page 167: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank
Page 168: NOT FOR DISTRIBUTION IN THE UNITED STATES …sabana.listedcompany.com/newsroom/20170125_185324_M1GU_H...2017/01/25  · Shanghai Banking Corporation Limited, Singapore Branch, Maybank